SmallvilleX Evolution Year 3:2: Clones, Copies and Collectors
by ben10987654321
Summary: Spider-Man deals with the Clone Saga courtesy of the Green Goblin while Jean comes into conflict with a woman who exactly shares her face...and oh yeah the Collector of Worlds has come to add one of Earth's great cities to his collection. Can Superman stop it? I sure hope so.
1. Chapter 1

**SmallvilleX: Evolution Year 3.2: Clones, Copies and Collectors**

Summary: Spider-Man deals with the Clone Saga courtesy of the Green Goblin while Jean comes into conflict with a woman who exactly shares her face...and oh yeah the Collector of Worlds has come to add one of Earth's great cities to his collection. Can Superman stop it? I sure hope so.

Disclaimer: I own nothing.

* * *

Chapter 1

 **Midtown High…**

Sitting on the bleachers, sobbing was a girl with long black hair. Her name is Jessica Campbell...and she fucking hates her life. She hates this school and most of all she hates her goddam therapist.

Why?

Because she was the one who advised that it was 'essential' Jessica pick up the pieces of her life after the car accident that killed her family and put her in a coma for 6 months. That meant coming back to school.

"Stupid fucking therapists," Jessica mutters to herself. "Give them a piece of shit covered paper, call it a PhD and they think they know everything."

Course you know what therapists are like. They tell you it wasn't your fault you survived when your whole family died. You didn't cause the accident. You weren't driving the truck illegally shipping radioactive materials over state lines that crashed into you.

And you know what; the soul crushing guilt was slowly starting to ease until she had to come to this school and listen to asses like Flash Thomson and his ilk taunt her by calling her 'Coma Girl'.

"Fuckers!" she swears as she dabs at her tears, still able to hear their laughter as they walk off. They had gotten what they wanted. To reduce her to this crying mess.

All it does is bring back her bad memories. On tv and in movies, before their tragic deaths, families have fond farewells and say 'I love you'. For Jessica her last memory of her mom and dad and her brother is screaming and shouting and her calling Phillip 'a little fucking asshole'.

Put that one on your Christmas Card folks. It'll be a best seller.

Just when Jessica is seriously contemplating just making a run for the foster home she now lives in she catches a sight she never thought she'd see. Peter Parker. Peter Parker, whom she had had a crush on for years. Peter Parker whom was smart, adorable and funny.

Also completely unavailable an unhelpful voice at the back of her head pointed up. Jessica told it to go fuck itself.

That Peter Parker was walking up to her.

"Jessica?" Peter calls out. "Are you ok?" he asks with concern because he had seen the whole thing with Flash. Dear Lord was the jerk ever going to grow up?

Jessica tries to wipe her tears away.

Peter sits down, a deliberate gap between them. He always thought what happened to Jessica was just a crappy thing. When she woke up from her coma and he saw her back in school part of him just wanted to keep an eye on her. They were never that close but he felt like it was the right thing to do. He scratches his chin. "You know I'm not sure we've ever been properly introduced. I'm Peter. Peter Parker."

"I know," Jessica answers. After all she only has his name doodled all over her notebook with little hearts alongside her own name. She only watched him from afar like every freakin day but acting like an effing stalker counted that she knew him right? Geez she was pathetic.

"I saw what happened," Peter says with sympathy. "That Flash is a Class A jerk."

"He's a fucking repressed, dickhead retard," Jessica responds with.

Peter blinks. He means he's hanged around Claire long enough to hear language like that quite often but still doesn't mean he's comfortable around it. "Um...ok. I would never phrase it like that...but to each their own. That's what I always say. Well in fact I'm not sure I've ever said it before but from now on it will be what I always say," he rambles on.

Jessica has to smile. It was kinda adorable the way he was rambling on...or she just has it that bad for him.

Peter takes a breath. "I...I, um heard what happened to your parents and everything," he says, struggling to quite find the words the way he wanted to express this. "And I wanted to say that I felt bad for you because..."

Jessica had heard enough right there and then, cutting him off before he clarified his feelings. "You pity me?!" she exclaims, her rage rising. Fucking hell. Of course. Of course even he of all people would treat her like a charity case. Well let Jessica Campbell tell ya she's no fucking charity case...and she doesn't need anyone's worthless _pity._ It's just her luck that the Injustice that is her life includes her long term crush. She's so steamed Peter's attempts to correct her can't be heard above the noise of the blood furiously pumping through her veins. Her heart was clenching in her chest painfully. She snaps to her feet, her face red with anger. "After all these years you finally talk to me and it's to tell me you _pity_ me," she hisses. "Go screw yourself Peter!" she yells, running off as fast as she can.

In another world that would be the last time Jessica Campbell talked to Peter Parker for 10years.

But that world is not this world.

In this world the tears in her eyes means she can't quite see where she is running. Not until she runs right into something that feels as solid as a wall, knocking her flat on her butt. "OW!" she yells out.

"Oh my gosh. I'm so sorry. Are you ok?"

Jessica looks up, her vision blurry because of her tears. There's this guy standing over her, tall, dark hair, glasses. "Do I look alright you stupid asswipe?!" she screams. "God's sake. First Peter fucking Parker and now you!" she snaps as she ignores an offered hand and gets up herself.

"What about Peter?" the guy asks.

"You want to know? You really want to know?" Jessica asks him, too mad to keep it in.

The guy nods.

So Jessica tells him, in a long, profane laden rant exactly what Peter did before finishing with, "I don't need his pity!"

"He wasn't offering it," the guy tells her. "You don't understand."

"What don't I understand?!" Jessica gets right in this guy's face.

"Peter lost his parents as well."

Jessica blinks. She didn't think anything could cut through her anger until that simple statement did. "Oh...shit," she swears. It takes her a minute to just absorb it. "That was fucking stupid of me," she mutters.

The guy chuckles. Actually chuckles. "Why don't we go find him? He's a forgiving guy. I'm sure he won't hold a grudge."

"You a friend of his?" Jessica asks, having to look up due to how tall this guy was.

"I am. Clark Kent," he introduces himself, holding his hand out.

Jessica takes it. "Jessica Campbell."

"Ah," Clark says. "Yeah. Peter's mentioned you. He felt terrible for what happened to you."

"But it wasn't his fault."

Clark shrugs. "That's Peter though."

Jessica feels...a slight warmth in her heart and butterflies in her stomach. Peter felt something for her?

"So shall we go?" Clark inquires.

"Yeah," Jessica mumbles. She just has to apologise now no matter how fucking embarrassed she feels.

The two of them head back the way Jessica came and find Peter still in the bleachers.

"Jessica!" Peter calls out. "Oh my God I'm so sorry..."

"Can it Parker," Jessica cuts him off. "I'm the who should apologise. Your friend here...told me about your parents. I'm sorry about my freak out."

"I wasn't pitying you Jessica," Peter feels a need to say it. "My parents died when I was little. I was raised by my aunt and uncle until...some crook trying to mug my uncle shot him a few years back. I know what it's like to lose someone you care about...and sometimes it feels like no-one understands. I was about to offer to be someone to talk to but I kinda messed up my words," he says sheepishly.

Jessica feels even more guilt. "It's alright," she mumbles out.

"Or you could talk to me," Clark offers.

Jessica looks at him.

"Lost my parents when I was a baby," he explains. "Can barely even remember them and even then it's more like the memory of feelings rather than real memories."

Jessica slumps back down into the bleachers. "What a messed up group we are," she reflects.

Peter and Clark share a laugh as they sit down because it was kinda true.

"You know it's ok to be mad," Peter says softly. "After I lost my uncle I was."

"So you and your uncle were close?" Jessica asks, using the 1st opportunity she has ever really had to get to know Peter.

"My Uncle was my father in every way that counted," Peter recalls, savouring the positive memories he has.

Jessica felt her usually very secure defences break a little and she ends up sharing something that is on her mind. "There's a family that wants to adopt me," she says in a quiet voice. "They seem really nice but I don't want to feel like I'm replacing them...my own family I mean."

Clark and Peter share a nod.

"I remember," Clark says, "when my parents first told me I was adopted. I was confused and scared. All I wanted to be was like my father and now I was learning he wasn't my father. Someone else was. I didn't know who I was but eventually I came to understand. If it wasn't for my biological parents I wouldn't exist but it was my adopted parents that helped make me who I am. Therefore, in the end, I found that the answer to my quandary was simple. They were both my parents. One was not replacing the other. The same is true for you. Love is not exclusive. You can love both sets of parents and not diminish the love for one or the either."

Jessica smiles softly. "Is that a personal motto?" she quips.

Clark shakes his head and replies, humorously, "Nah. I stole my motto off Peter."

"Which is what?" she asks looking between the two boys.

"With Great Power comes Great Responsibility," Peter states it with over-dramatic tones.

"Uh huh," Jessica says with raised eyebrows. "Well if I've ever in a situation where that is the least bit applicable I'll keep it in mind."

Peter frowns and Jessica wonders if she overstepped a boundary and insulted him.

"So," Peter says, changing subjects. "Isn't it about time you thought about telling someone about the mean things Flash and company say about you? Or standing up to them?" he asks.

"Have you?" Jessica asks him back.

Peter shrugs. "Not really...but I always admire the person that tries."

Jessica laughs. Ho boy. She hasn't laughed like this in ages.

Peter smiles. It's good when he makes someone feel better. "Come on," he says. "Clark and I are hanging out tonight and we really need to be going but we can at least walk you to the end of the road," he suggests.

"Ok," Jessica agrees and the trio stand up and leave the bleachers. Unfortunately their attempt to reach the gate means passing by a certain Flash Thomson and company once again. Not knowing who Clark is they choose to pick on Peter and Jessica.

"Puny Parker and Coma Girl sitting in a tree K-I-S-S-I-N-G!" they sing before Flash adds, "Hey Parker does your mutie girlfriend know what you're up to."

Jessica feels the anger and embarrassment from before returning. Damn she thought she was passed this for today.

Ok. That does it. No-one insults Kitty and gets away with it. Peter marches right up to the boneheaded jock. His usual meekness disguise being shoved aside in his anger. "Hey Flash!" he says in demanding tones as he gets in the guy's face. "Shut it!"

Clark rolls his eyes. "Not his best comeback ever," he mumbles to himself because usually Peter would have trailed off a lost of quips.

"And if I don't what are ya going to do about it, _Parker?"_ Flash says the name as demeaning as possible.

"Him, Mr Thomson, nothing. He's going to stand there while you and your friends explain to me why you felt it appropriate to bully your classmates and use a racist term. Didn't we just have a lecture on the situation about mutants and appropriate language the other day?"

Flash and co turn round to find themselves face to face with their Principal. They all gulp.

"My office. Now," he orders the group.

As they are marched off Jessica and Clark share a laugh while Peter decides to restrain himself to a smirk. Suddenly Jessica remembers something. "Girlfriend?" she whispers in Clark's direction.

"Oh don't get me started," Clark complains. "Those two have traumatised me enough for several lifetimes."

The jealousy bug bites deep in Jessica as Peter returns to them. They walk to the end of the road where they say their farewells, having to go in different directions here.

"Hey Jess," Peter says before she goes. "Maybe...maybe we can hang out at school more often," he proposes.

"Uh...ok," Jessica agrees before she turns around, not wanting either boy to she her cheeks turn rosy red. As she heads down the street she actually feels...elated. For the 1st time in her life it feels like things are going right...and you know what it doesn't really matter Peter has a girlfriend. The fact he acknowledged her existence and wants to hang out with her...her!...made her practically do a happy dance down the street as she ran home. Heck even that Clark guy was kinda sweet and attractive in a dorky way. Maybe she can add him to her fantasises alongside Peter, Spider-Man and Johnny Storm.

Jessica feels so happy she almost feels weightless. It takes her a few moments to realise she actually is. That she Jessica Campbell(soon to be Jones) was airborne, soaring over the skyline, heading right for the Hudson River. "Oh shit!"

* * *

"Charming girl," Clark jests only slightly to Peter. "Claire and her would get on great," he reflects from the frequent usage of curse words they have in common.

"Scary thought," Peter thinks. "So how was your day?" he wonders. This was actually the end of the first week back to school after the Holidays.

Clark shrugs. "Same old. Still have the acting Principal. Dad's said it'll be one of the 1st things he deals with when he's sworn in next week."

Peter nods. Mr Kent took up the role as Bayville's Mayor next week after the prolonged handover period.

The two friends walk in the direction of Peter's house. "How's Kitty? Her cold any better?" he asks after his girlfriend whom last he spoke to was laid up in bed with a heavy cold.

"Still the same," Clark relays. "Though, honestly, my mother is never happier when she has someone to fuss over. Almost never happened with me since I can't get sick. I feel like I denied her that parental experience," he jokes

Peter chuckles. "So how are you?" he wonders. "Last I talked to Claire she said you were acting weird," he points out.

Clark mutters, "Like she can talk."

Peter smirks at that...and then has to agree.

"Her definition of weird is that she thinks I've gotten over my break-up with Illyana too quickly. What she's not taking into account is that, for me, it's been longer than just a few weeks."

"How does that work?"

"I spent some time in the 31st century hanging out with a group of heroes who protect the whole galaxy."

"Ok don't tell me," Peter grumps.

Clark smiles. He did just tell him. And the extra time has helped his heart heal from broken to being merely bruised...again. He doesn't have much luck with girls. For example; at Christmas he dropped off his usual parcel of gifts for the Morlocks when Callisto cornered him, upset(or at least acting it very well) that he slept with her under false pretences(i.e. he didn't tell her he was an alien).

As Clark pointed out the fact they shared nothing personal was her idea.

It was only when she started asking him if his alien spawn was going to burst out her chest that he realised she was joking. If he had, somehow, got her pregnant(very unlikely) she would know by now...and he would be in a lot of trouble with his parents.

Women. Especially Callisto who is as stubborn as ever. Clark had tried to persuade her that there was now no need to hide in the sewers, what with the existence of District X in Bayville but she wouldn't have it. Not even when he tried to argue that the mutant community needed strong leaders, like her. And Callisto is a very good leader. Even then she stuck to her mantra that for some mutants, and there were a lot more of now down in the sewers, their place was in the sewers as outcasts from human and mutantkind alike.

See just as stubborn as ever...and as lovely as ever too. While he would never repeat the affair Clark still does not regret it for a moment.

"Where is Claire?" Peter wonders since she usually joins them for a night out. That was what this was. Clark had ran over straight from school for the normal Friday night team-up.

"Oh Marie talked Claire into going to see a show and tonight was when she could get tickets," Clark explains.

"Ah," Peter says...then asks, "You think Kitty would like to see a show?"

"Probably," Clark thinks.

Huh. Peter may have to see if he can afford some tickets for one.

* * *

Later that night finds the two heroes perched on a rooftop indulging in their shared loved of jelly filled dohnuts.

Hmm, dohnuts.

It had been mostly quiet. The really busy time for stopping thieves is, naturally, around the Holidays when they are all those presents to pilfer.

They are passing the time with Peter humouring(so he thinks) Clark as his alien friend tells him of his 'Adventures in the 31st Century!'. Seriously that should be a tv show or comic or something.

"So Phantom Girl and I..." Clark is saying before Peter cuts in.

"Phantom Girl? You never mentioned her yet," he points out.

"Oh right. Well her real name is Tinya. She can phase."

"Like Kitty."

"Exactly like Kitty...and there's a reason for that which I'll explain. She comes from a planet called Bgztl."

"Gesundheit," Peter jokes.

"Thanks," Clark plays along.

"You were saying," Peter prompts

"The whole planet exists out of phase in another dimension and they can all phase as well as possessing enhanced strength, speed and reflexes."

"How does that relate to Kitty?" Peter asks, not seeing it.

"Because they are all Kitty's descendants. All of them. She is the Matriarch of an entire species and therefore revered almost as a deity." Clark bites into his dohnut while Peter absorbs that. "What you should be asking yourself," he continues, "is that if Kitty is the Mother of a whole race who is the Father? Hint; enhanced strength, speed and reflexes...already dating her."

"Me?" Peter says disbelieving.

"Your spider powers have watered down a tad in a thousand years so they can't stick to surfaces like you can but your other enhancements have survived," Clark says in a lecture-like tone.

Peter shakes his head. "Oh ha ha. You almost had me there," he dismisses it as Clark pulling his leg.

"You might think I'm kidding you but the truth is you can never be 100% sure unless you travel to Bgztl," Clark points out, knowing that it'll drive Peter crazy not being able to completely dismiss what he is saying.

Peter is trying so hard not to believe this. He means the time travel part alone is stretching physics as he understands it. Not that it's ever been proved that time travel is impossible.

Clark smiles fondly at the memories. His trip to the future has helped repair some of his self-belief. The Legion exists to follow his example in helping people so he was told so perhaps he's not corrupted beyond all repair. Maybe. Lets just say he's got some ways to go yet before he reaches the end of this journey of doubt.

Their moment in interrupted by the sounds of sirens and police cars racing by on the street below.

"Duty calls?" Peter queries.

Clark closes his eyes and listens, trying to hone in on what is happening. "Some sort of fight between superpowered individuals," he reports. "Can't tell you anything more than that. We better get over and have a look," Clark decides, thinking this may be beyond the police's capabilities.

Peter pulls his rolled up mask down and Spider-Man flips off the building, shooting a webline as he goes with Superman flying alongside.

It doesn't take too long to find the chaos. The street looks like a battlefield...but there's strangely no sign of who is responsible.

Superman and Spider-Man land and look around.

"See anything?" Spider-Man asks, taking advantage of Clark's superior vision.

Superman purses his lips. "No," he says, taking in the injured civilians around and determining none look too serious. That they can be left, for now, to the emergency services while he and Spider-Man try and track down who is responsible for this.

The two heroes pass by a destroyed car.

"Is that melted?" Spider-Man asks, about to touch it only for Superman's super reflexes to grab his arm and stop him.

Superman fingers the metal and rubs between his thumb and finger a foul smelling drop of liquid. He sniffs it. "It's acid," he concludes.

"Ah. Don't touch then," Spider-Man realises.

"Only if you want to keep the flesh on your fingers. Otherwise knock yourself out," Superman tells him.

Spider-man tilts his head in a contemplative manner. "Well you do only live once," he jokes about considering it.

Superman smiles but returns his attention to the issue at hand. Who caused this and where are they now? "That car is burnt out by fire," he states the obvious of another vehicle.

Spider-Man shudders suddenly. "Spider-sense," he mutters and it's really strong. Suddenly a ball of flame flies past his head, almost singeing him. He and Superman turn round to the source to find two people, a man and woman standing there, their bodies alight with flame.

"Is this…?" Superman asks.

Spider-Man nods to confirm it. "Liz and her brother," he confirms who it is, having mentioned them before to Clark. They call themselves the Molten Twins since they went off the edge. When it comes to Liz, an admittedly former crush of Peter's, he feels particularly bad that this is how they have ended up.

"Well lookie here. The itsy bitsy Spider," the Molten Man mocks. "And he's even brought a friend."

Superman arches an eyebrow. While Mark looks eager for the confrontation he can see Liz's expression behind the flames is much less certain. He also know something else. They didn't cause all this destruction. That one car was melted by acid, not fire. There's someone else involved.

"You know I tripled checked my planner for tonight and I'm almost certain relearning the basics of fire safety wasn't in it," Spider-Man quips. "But for you two I'll make an exception."

"It's not us you have to worry about bug," Molten Man sneers.

Peter sighs wearily. "How many times do I have to say it, I'm not a..."

 _Spider-sense!_

From the shadows of an alley something moving fast strikes hard, sending Spider-Man careening into a nearby car before even he could react.

"Spider-Man!" Superman calls out, moving to aid his friend only to find fireballs thrown his way.

"Ut uh," Molten Man tries to warn them off. "Scorpion's ours!" he claims. "Hand him over and no-one has to get hurt...too badly," he offers.

' _That's interesting,'_ Clark thinks to himself. Why are they after this new guy? And how do they have a name for him?

"I've got this!" Spider-Man assures him. "Handle those two," he says.

Superman nods while Peter gets a first good look at who attacked him. Guy in a green suit...with a tail. Looks like armour in fact. Scorpion, Mark had called him. Good name.

Said tail points at him and a green thick viscous liquid is squirted at him. Peter doesn't even need his Spider-sense to tell him that's bad.

He shifts out the way barely and the liquid hits the car, melting it. "Talk about your corrosive personalities," he remarks as his new foe leaps at him...sputtering nonsense.

"Who are you masked mystery man?! Unveil yourself to the crowd! He said that. That's what he said!"

Peter puzzles for one instant. He's heard those words before...somewhere but he can't remember where and when and he doesn't have time to remember as he has to use all his agility to dodge. "Alllrighty then," he says in response before he gets into it with his new guy, exchanging blows. "You know I'm no doctor but I think you may need different medication."

Scorpion manages to slam Spider-Man into the pavement, cracking it...or that was just Peter's back. "YOU'RE NOT LISTENING!" the armoured arachnid(yes Scorpions are of the same family as spiders) screams incoherently. "You need to listen!"

"Are you talking to me or the voices in your head?" Spider-Man asks as he pushes the guy in the face trying to get him off. This is gonna to be one of _those_ days.

* * *

Back with Superman he eyes up his two fiery foes. "We don't have to do this," he pleads with them.

"Sure we do," Molten Man insists. "Ready sis?" he asks of his half-sibling.

Molten Women(yes not very original) nods...a little hesitantly but she raises her hand to match her brother's actions. They touch them together and a jet of flame erupts from their hands, heading for Superman.

Superman inhales deeply and blows out his freeze breath, meeting their fire with an equal amount of cold to cancel it out.

Clouds of steam fill the area.

The combatants cease.

"Well now you are everything the news says you are, aren't you... _alien,"_ Molten Man says it, the bigoted tones clear to hear.

"I thought you, of all people, would appreciate differences, Mark."

"What I appreciate is that humans treat us all like something they stepped on. That's why Liz and I work for someone who does appreciate our talents."

"So there's someone else involved. Good to know," Superman comments on the fact Mark gave something away. For the 2nd time after dropping the name.

Molten Man's eyes narrow and he seethes at his own foolishness. His fire intensifies.

"Just so you know I am fireproof," Superman feels the need to point out.

The Molten Man sends a blinding fire flame at the alien, giving him a second to rip a streetlamp out and use it like a club, smacking Superman in the side, catching the alien superhero off guard and sending him flying until he tumbles to a halt.

Superman looks up, blue eyes narrowed in annoyance, as the man of fire charges at him. Taking a second he decides to take the impact rather than dodge it. He wants to keep the dangerous mutant away from the onlookers who, as always, can't help themselves but to stare and gawk at the superpowered battle.

He feels the impact in his gut and takes a short distance to curb the momentum before grabbing the man around the waist, lifting him up and throwing him backward along the street.

From the out of control tumbling Superman can guess he has never figured out how to use the heat he generates to fly. Goodie. Advantage to him then as he takes to the air. "You're pretty strong kid," he says. "But take it from me, strength is not everything," he offers his advice as he slams a punch into the Molten Man, sending him careening down to the ground, carving out a small crater.

In a blur of superspeed he lands next to a fire hydrant. He had calculated exactly where he wanted his fiery foe to land. He opens the hydrant up sending a torrent of water in the right direction, soaking Mark, dousing his flame until he sits in a puddle of water. With a deep inhale Superman unleashes his freeze breath once again, coating the man in a layer of ice. That should keep him from causing trouble for a few minutes. That leaves him to turn his attention to the, clearly more reluctant criminal; one Liz Allan.

* * *

Back with Spider-Man he's finding that his foe can match his strength, speed and agility essentially blow for blow. That's annoying.

Plus that armoured suit has definitely split the skin on his knuckles open. That's doubly annoying. Maybe he should have fought Liz and Mark and left Clark to fight his crazy new friend here.

"Not listening. Still not listening," Scorpion babbles as he swings and misses with that tail of his.

"Again who are you talking to?" Spider-Man asks as the tail miss allows him to get in close and deliver a really good solid blow and another. "If its voices in your head do they only talk to you or do they talk to each other?" he babbles on.

Spider-Man really has the upper hand now as a lens on Scorpion's mask shatters under his assault. "Look Scorpy….can I call you Scorpy? Or is that too John Crichton? Whatever, why don't you just stop and calm down? I don't want to hurt..."

He dodges a sloppy thrown punch, showing he has really rung his opponent's bell.

Spider-Man sighs under his mask. One punch, second, uppercut and the mask shatters completely, revealing half a face.

Scorpion lies prone, an arm raised over his now exposed face, meaning Peter doesn't quite see it. "No! No!" he screams desperately. "You have to listen!"

"No," Spider-Man dismisses that as he grabs the raised arm. "What I have to do is stop this before anyone is hurt," he determines. He moves the arm aside...and under his mask Peter's eyes go wide in complete and total shock at seeing whose face it is. What the hell?!

* * *

Down the street Superman is facing down Liz.

"S-stay back," she warns, her voice almost shaking in terror.

Superman raises his hands in a peaceful gesture. "I'm not going to harm you Liz," he assures her. "And I don't think you want to hurt me or anyone else," he reckons. Her expression is close to terrified.

"Why not? That's what we freaks do! Hurt people!"

Superman shakes his head sadly. "You're not a freak, Liz. You're a teenage girl, scared and lost by the change you're going through. No different from every other teenager. Trust me my teenage years have been a learning experience and a half I can tell you. You're not abnormal. You're mainstream."

Liz shakes her head in denial. "No. No. We're freaks. We have to think of ourselves. No-one loves us. Everyone hates us!"

"Is that you speaking? Or your brother?" Superman asks her. He can see the battle written out clearly on her face. "There are people Liz, who can help you. I can help you. You only need to reach out and accept the help," he tells her offering his hand.

She looks at the hand and then at his face.

"You know, I know for a fact Peter would love to see you again," Superman mentions.

"You know Peter?" Liz queries.

Superman nods. "He's dating a friend of mine. A mutant."

"I...knew that," Liz said.

"Then you can see how Peter wouldn't see you as a freak but as the friend he is missing dearly. Do you not miss your friends Liz?" he asks her.

Liz had refused to say it out-loud but she did miss her friends. She tried to silence that voice by remembering she was a freak now. Freak didn't have friends or people who loved them but still, when she was idle, she would find herself wondering what MJ was up to. Remembering what they would have been doing together if Liz was still around. For a moment her hand seems to reach out for Superman's only for a voice to ruin it.

"She doesn't need friends. She only needs me," Molten Man claims and out the corner of his eye Superman sees him power back up, melting the ice he was coated in away. "Lets see how much of a hero you are," he sneers as flame collects in his hands and he blasts it away, not at Superman but at the surrounding buildings, blasting chunks of them apart and setting them alight.

Superman blurs as he rushes to move the innocent spectators out the way of the falling debris before he hovers up to every fire and blows them out. It doesn't take him too long...but long enough. Mark and Liz are gone and even his eyes can't seems to find them. Clark has never quite worked out how the villains manage to do that so often to him.

Not that they were villains...well not Liz. She looked like a scared and lost little girl. Away from her brother he is certain he could have reached her. That'll cheer Peter up to know that. He hated what happened to Liz. Blaming himself for something that wasn't really his fault...as usual.

Superman jogs over to where Spider-Man is. "Spidey...what?!" he splutters when he sees the face of the fallen Scorpion. Peter's face.

For once Spider-Man is speechless.

Clark just stares. How on Earth…

As for Scorpion he just continues to babble nonsensically. "Who are you mystery masked man?! Unveil yourself to the crowd! He said that..."

* * *

 _Author's Note: The Jessica Jones scene I've long wanted to put in and this is basically her origin story from the comics with the only difference being Clark stopping her storming off. What happened next is that she is rescued from the river by Thor, upon whose boots she promptly throws up on, having swallowed too much water. She then swears a lot that even Thor has to make a comment about her 'unmaiden-like' language. Perhaps now Clark and Peter can aid her when she becomes Jewel. Clark's story about Phantom Girl's people being Peter and Kitty's descendants was just a funny idea I had. I confirm nothing about whether it's true or not. And so the Clone Saga begins...and we haven't seen the last of Mark and Liz. Thanks to everyone who wrote reviews. Next up; Clone Saga part 2 as the rabbit hole gets deeper and deeper._


	2. Chapter 2

Chapter 2

 **At the Institute...**

"94.2% match...hmm strange," Dr Hank McCoy comments at the results of the DNA comparison he was running between Peter and Scorpion. The armour-glad doppelgänger was floating in a liquid filled tube under heavy sedation.

Inevitably, after the battle, Clark and Peter brought Scorpion back to the mansion to try and explain why he looked exactly like Peter.

"Oh my god, oh my god," Peter mutters, sans mask as he paces back and forth across the lab in the lower levels.

"Peter it will be al-achoo!" Kitty sneezes as she tries to comfort her boyfriend. God this was the worst cold, like ever.

"The tail mechanism is grafted into the spinal chord," Sage informs them as she looks over the scans of Scorpion. Tessa did have a brilliant scientific mind herself and now she's officially an X-Man again it means she contributes. In Peter's need to get to the bottom of this it also meant he was willing to let her in on his secret identity.

"Ew," Kitty moans as she blows her nose. "That's utterly gross."

"So's what you're blowing into that tissue," Clark snarks at her. Then he catches up with what Beast was saying. "Wait, 94.2? That's an...odd number," he has to say.

"I agree," Beast says. "Clearly there has been some genetic modification done...and there's a genetic drift."

"Which means what?" Peter wants to know, freaking out about all of this.

"Well I would need to confirm it with Charles," Beast demurs.

"It's a clone isn't it?" Clark feels like he should just cut to it for his friend's sake.

Beast sighs and relents. "That is my best guess, yes."

"Oh my god," Peter repeats. "H-how?" he asks.

"I can only speculate," Beast warns.

"I'll take it," Peter says.

Beast tries to use his best soothing doctor tone. "Peter, I have treated you in the past. You do tend to get injured quite frequently and it would only take a drop of your blood for someone to get what they need."

"Still it would take someone with substantial resources to harvest the DNA and produce, I would assume, highly accelerated growth," Sage adds.

"Emily Dinsmore's father managed that. Remember her?" Clark asks them because he sure does remember her. He ended up strapped down and a kryptonite liquid shoved through his veins because of her. An accelerated grown clone of Lana's childhood friend. That's who she was. It also gave her powers, like speed and strength and the ability to phase through solid objects.

"There's no kryptonite in the subject's system," Beast points out as he strokes his chin thinking, ruling out that it was that method. "Accelerated growth," he murmurs. "That rings a bell. I think I read an article on the topic but I would need to look for it. I can't remember who wrote it off the top of my head but I have a feeling it might be a clue. If you'll excuse me," he pardons himself as he leave to try to find what he needs.

Peter finds himself needing some air and follows Beast out the door.

"Kitty," Clark gains her attention after seeing her pensive face.

"Hmm, what?"

Clark nods his head in the direction of the door. "Go after him. Speak to him. You know he'll bury his feelings otherwise," he advises.

Kitty gives a firm nod. Yeah, she knows Peter buries his real feelings deep down, usually under his jokes. She goes chasing after him.

Clark, meanwhile, walks up to the tank and looks at the copy of his friend. This is so weird. He sure hopes nothing like this ever happens to him.

* * *

Kitty runs after Peter as he reaches the elevator. "Pete! Wait up!" she calls out and she sees his shoulders fall but wait he does.

Kitty walks in the elevator with him and waits until it starts moving...and then brings it to a stop. "Talk to me. Please," she begs him.

Peter turns away from her for only to find her arms wrapped around him, hugging him. God she was such a good girlfriend. He turn back round and gazes into her eyes. "I love you, you know. So much," he tells her.

"I love you too," Kitty says back...and God she does. So much as well. "Though I probably don't look all that attractive right now," she says in reflection to how her cold must be making her look. Red nose, bloodshot, puffy eyes. She must look hideous.

"You always look beautiful," Peter assures her.

Kitty smiles...and the has to turn her head to the side as she sneezes.

"Thanks for not sneezing on me," Peter says gratefully.

"You're welcome," Kitty says as she wipes her nose. She sniffles. "Tell me what you're feeling."

Peter runs his hand through his hair in frustration. "I don't know!" he half-yells. "How is one suppose to feel when they've been cloned?"

"If Logan is any indication, extremely effed off," Kitty recalls Logan's mood after discovering his clone.

Peter looks at her twice. Kitty so rarely swears...and even when she does it's so mild it barely counts.

"Are you angry?" Kitty wonders.

"Yes," Peter admits, to himself as much as anything. "It feels like...a violation," he confesses. "Like some part of me has been stolen."

"Well some part of you has been stolen," Kitty says, trying to say it's alright for him to feel this way.

"But it's worse than that Kitty. Whoever is behind this has seen my face. They know what Spider-Man looks like."

"You're worried they may find out your identity," Kitty surmises.

"I've got a lot of enemies, Kit, who would just love to know who I am," Peter expresses his fears. He wears his mask for a reason. To protect the ones he loves...like Kitty. And yes he is aware she can looks after herself but he still worries over her well-being. Probably always will

Kitty strokes his face with her fingers lovingly. "You'll get through this," she assures him. "We'll find out who is behind this and I'll be with you very step of the wa-achoo!" she sneezes...only this time all over Peter who makes a disgusted looking face...and Kitty can't help it she laughs. Laughs long and hard...and you know what Peter laughs too.

Some of the tension eases.

"Sorry," Kitty says.

"You will be when I'm the one laid up in bed next with this cold and I use you to nurse me better," he jokes.

Kitty can't help but feel a little mischievous. "You want me to get a nurse's uniform to wear?" she inquires.

Peter's eyes go huge as he suddenly imagines his sexy little girlfriend in such an outfit. Oh boy. "You really need to not put images like that in my head. Especially when we're in a closed space, alone," he warns her.

"Aw am I getting you all excited-achoo!" she sneezes again.

"Yes...but you're sick," Peter points out.

"Yeah. There's that," Kitty has to admit herself. She feels lousy.

"But I appreciate you trying to cheer me up," Peter tells her truthfully.

"What's a good girlfriend for?" Kitty shrugs.

Peter hugs her close. "You are a very good girlfriend."

"Well duh."

Peter chuckles and lets out a sigh. "Masked mystery man," he mumbles.

"Huh?"

"Scorpion back there, he said 'Masked mystery man along with some other stuff...and I know I've heard that somewhere before..but I can't...no wait, I can. I remember!" it suddenly hits him.

Kitty pulls back and looks at him expectantly.

"I had just started being Spider-Man," Peter begins. "Before anyone had really seen me. I stopped these muggers and there was a homeless guy...with clearly some mental health issues and he started babbling when he saw me. Masked mystery man, that's what he called me along with all the other stuff."

Kitty's brow furrows in confusion. "But if he said that to you how did your clone know the words?"

"I don't know," Peter says the God's honest truth.

Kitty looks thoughtful before deciding, "I think it's time we asked the Professor for a favour."

* * *

"You are aware how I do not usually access someone's mind without their permission?" the Professor is reminding Kitty and Peter after they had come and asked him to do just that with Scorpion. Of course he can list the exceptions he has made to that rule. There always seems to be exceptions but Charles likes to stick to his rule when he can.

"Isn't it sorta my mind?" Peter argues. "And you are in the room," he adds on, trying to illustrate that if the Professor came down into the lab he must have already agreed to do it. "I need to know Professor. I need to know where... _he_ came from. Just not for my sake but everyone who knows me could be in danger now."

Charles lets out a reluctant sigh and nods. He'll do it. He closes his eyes and reaches out with his powers, entering the clone's mind.

There is silence for several minutes before Charles open his eyes again.

"Well?" Peter asks.

"His mind is a jumbled mess," Charles relays what he saw. "His memories are disjointed and fragmented. Only Logan's mind is worse than this. It would explain some of his irrational behaviour. However, it's hard to get the memories to make any sense but what I can say is that from the flashes I did see I do believe he possesses some of your memories, Peter."

"My memories?" Peter asks in confusion.

"I saw your Aunt and several other people you know."

"H-how?" Kitty asks.

"May I offer a possibility?" Sage asks, having stayed to monitor Scorpion while Beast was away researching.

"Of course," Charles welcomes anything she has to contribute.

"Some species of spiders are believed to possess genetic memory. The ability to pass memories and knowledge from parent to offspring. It's possible that trait was passed on when Mr Parker's DNA was altered."

Charles strokes his chin. "Interesting theory," he concedes.

Peter is flabbergasted. "So I can pass on my memories? What happens if I have kids some day?" he wonders, looking at Kitty for a brief moment. "Will they inherit what's in my head? Because that would be traumatising," he tries to joke but can't quite.

"Ah well that is a more complex issue. Depends on who the mother is and how the DNA strands would combine in the offspring," Charles cautions on making any assumptions.

"It is also possible this is merely a side effect of the cloning process," Sage adds. "I am afraid, Mr Parker, we have few answers at the moment," she says with a hint of irritation. It's Sage's nature to want to know as much information as possible.

"Story of my life," Peter grumbles. "Thank you for trying," he says, truly gratefully.

"And we continue to try and get answers, Peter," the Professor assures him. "I'll see what I can do to sort through...what are we calling him?" he wonders.

"Liz and Mark called him Scorpion," Peter relays. "It's as good a name as any for now."

"Very well. I'll do what I can to sort through Scorpion's memories and see if there is anything that could help us ascertain who is behind this."

Peter nods along, his mind a confused mess, unable to quite wrap itself around the revelations he has come across tonight.

Just then Clark walks in. "Pete, your Aunt has been trying to reach you," he informs his friend.

Peter's brow furrows as he reaches for his own phone. Why didn't Aunt May just… "Oh. I forgot to charge it," he realises when he finds it deader than a Zombie movie. "What's up?"

"It's your friend, Mary Jane. She's been abducted."

"What?!"

* * *

 **Queens, New York...**

Being a superpowered taxi service Clark and Peter arrive back in Peter's home street in a matter of minutes. Changing out of their costumes they arrive to find Mary Jane's house, the one next to Peter's, cordoned off by the police.

Peter seeks out his Aunt for the scoop and they drift away from the crowd so they can talk in confidence without being overheard.

Aunt May doesn't have that much to contribute really. There was a disturbance, shouting and yelling and then before anyone knew what had happened Mary Jane was gone.

Peter places his hands on his hips. As if he didn't have enough problems tonight. He doesn't even know where to begin to tell Aunt May about his clone.

"Peter," Clark interrupts.

"Yep?"

"Does your webbing still dissolve in an hour?"

"Yes," Peter says with a slightly puzzled tone.

"You've not changed the formula?"

"No. Why do you ask?"

"Because if you haven't, then whose is that?" Clark asks, pointing upward.

Peter and May look up at the streetlamp and see hanging from it a webline.

Clark checks around them and leaps/floats up just high enough to grab it and rip it down before handing it to his friend.

"This is definitely not one of mine," Peter says as he examines it. There was something just...different about it. It's hard to explain but trust him. He knows what his webbing feels like and it feels nothing like this.

"Then whose is it?" May wonders.

Peter shrugs. He has no idea.

"There's a trail," Clark points as he can see more weblines heading off into New York.

"Aunt May..." Peter begins.

"You have to go. I understand. Be careful," she requests of her favourite nephew.

Peter smiles and agrees to. It's actually been pretty great that his aunt knows he's Spider-Man. It meant no more lies and half truths and running out on her without proper explanations.

So off Clark and Peter go, having to change back into costume and then off in pursuit of the webline trail.

* * *

 **At the Institute…**

Beast had returned to the lab after finding what he was seeking. "Miles Warren," he announces to Charles and Sage as he slaps the article down on the table. "That's who did the work in accelerated growth of cloned tissue. He was working on organ replacement."

Charles picks up the article. "I remember that. It was groundbreaking...but I also recall he was disbarred from being a doctor after they found he had taken his experiments far too far. Not quite as far as the late Dr Dinsmore but still an appalling break from ethics and morals."

"Indeed," Hank says in distaste. "However look at the genetic drift patterns in his early work and look at the drift patterns from our subject here," he requests of his colleagues.

They do compare the two and there is a remarkable correlation.

"Yes, this does seem indicative of Dr Warren's technique," Sage confirms. "Do we know where he is?"

"No-one has seen him recently," Hank must admit. "He went underground, on the run from the authorities."

"I'll contact my informants and see if they know anything," Sage volunteers.

Charles nods. "And I'll try to get a hold of Logan to contact his. After discovering Laura I know he'll wish to help young Mr Parker but he is on one of his trips again so we'll see if he answers," he hedges his bets. "Hank, excellent work," he praises his old friend.

As the Professor and Sage depart Hank returns to rereading the article to see if he can gleam anything more. What that means is he doesn't notice when, within his tank, Scorpion's hand begins to twitch.

* * *

 **New York...**

"Villainy for Dummies. I'm telling ya. It must be a best seller," Spider-Man is confidently informing his fellow superhero.

"For once I have to agree," Superman says.

What are they talking about?

They followed the trail to...an abandoned warehouse. How cliched can you get?

"So what can you see?" Spider-Man asks.

Superman's eyes flash electric blue as he uses his x-ray vision. "You've got to be kidding me," he mutters in disbelief.

"What?"

"I spy with my little eye a pachyderm and a walking rug."

Spider-Man groans. "Not those two. Anything but those two."

"And..."

"And what? Is it MJ?" Spider-Man asks earnestly.

"No. They're fighting..." He trails off, unable to believe his own eyes.

"What? Who?"

Superman looks at his good friend and says, "You're never going to believe this."

* * *

Inside the warehouse you find the large, covered in a grey armoured suit with a horn, superstrong supervillain known as Rhino and his frequent partner, dressed in a weird yellow and brown costume with gauntlets on both of his wrists that fire out shock-waves; Shocker.

Who they were fighting is a slender but athletic female dressed in a reddish-brown costume. Her long brown hair flowed out from the mask covering her face and on the costume the image of a white spider.

And if one didn't know better you'd think Rhino and Shocker were fighting Spider-Man as she dances and swings around her opponents, rattling off quips in the same manner.

"You know this is not how I planned to spend my night," she is complaining as she dodges one of Shocker's blasts. "I had a nice relaxing night all planned out. Soaking in the tub, watching a movie, popcorn. Class act all the way and then you guys just had to show and crash my private pity party. Not that I'm feeling pity for myself. It's just a turn of phrase."

"Oh my God you're as bad as he is!" Shocker roars in annoyance.

"Shut up She-Bug!" Rhino roars at her as he throws a crate at her. He misses.

"She-Bug?" the woman spider scoffs. "That's a terrible name. It's like the 60s when everyone thought the clever thing to do was stick a 'She' at the front of a name and hey bingo a female version of that comic book character. It's so lame now. Get with the times fellas. It's the 21st century!"

She leaps over them, fires off two weblines in opposite directions, hitting two crates which she then yanks at them at high speed.

Rhino just lets the thing hit him and shatter on his durable body while Shocker shatters the other one into tiny bits with his gauntlets.

She lands gracefully. "Also just for future reference I'm an arachnid. Not a bug," she feels the need to correct, waggling her finger at them.

"Yet you all look the same when I squash ya under my boot," Rhino says as he charges at her.

"Yeah, yeah," the woman mutters, probably rolling her eyes under her mask. She bends her knees in preparation to move when her ears are assaulted by a super sonic scream, courtesy of Shocker altering the output of his gauntlets. It disorientates her inner ear, making the world spin so she can't dodge the blow of Rhino.

She goes flying through the air...only to unexpectedly be caught. She finds herself looking into similar bug eyes. "Ah...ok. This is awkward," she says mysteriously.

"Is that so?" Superman asks her.

"Holy hunk of gorgeousness. Be still my beating heart," she faux fawns over him, placing her hand over her heart.

"I don't think you're taking this seriously," Superman says.

"What was your first clue?" she snarks back as she extracts herself from an unusually quiet Spider-Man.

"You still able to fight?" Superman asks her.

"Uh huh. Sure," she says. "Who doesn't like a good brawl now and again," she jokes.

"I'll handle the pachyderm. You two take the failed interior design," Superman suggests.

"Well how can a lady refuse such a gracious offer, I do declare," the woman says in a terrible southern accent, flicking her hair back.

The 3 turn their attentions back to the villains.

"You!" Rhino seethes pointing at Superman. "I've been dying for a rematch with you, alien freak," he insults the red and blue clad hero. After all Superman did put him in jail once.

"You want me tiny, here I am," Superman goads him. Not a hard thing to do with Rhino. He inevitably charges right at Clark who digs his feet in...waits for it...and grabs the horn, taking a little time to grind the behemoth of a man to a halt before bringing his knee to the man's face, eliciting a roar of pain. He then flings him clear through the roof before exploding after him as he takes to the air.

That leave the 2 spider themed heroes.

"So what are we calling you? Spider-Girl?" Spider-Man asks as the 2 dodge Shocker's blasts.

"Cha, Spider- **Woman** ," she emphasises. "Unless we start calling you Spider- **Boy** ," she retaliates. "And is this really the best time for a one on one interview?" she queries.

Oh Peter has so many questions he doesn't know where to start. Only his spider-sense going off saves her from him starting. Peter leaps atop a pile of crates. "So Herman, old buddy, how are you out of jail?" he asks, sure he had put his sparring partner here behind bars not too long ago.

"This does not concern you bug," Shocker says. "We only want the girl."

"Woman!" Spider-Woman yells as she fires a glob of webbing at the padded villain.

It's only right now that Peter notices that her webbing comes out the tip of her finger. How does that work? Also why do they want her?

The glob smacks Shocker right in the face and Spider-Man moves in...only for Spider-Woman to make the exact same move. They collide and land in a heap on the floor.

"This is taking weirdness to a whole new level," Spider-Woman mutters, half to herself, as she tries to extricate herself.

Shocker comes to stand over them laughing at their misfortune. "Two for the price of one!" he declares as he aims his gauntlets at the pair.

That's when the brilliant diversion part of the plan comes into play as Superman and Rhino crash back in through the roof, making the whole structure shake and making Shocker lose his footing.

"You aim high, I'll aim low!" Spider-Man and Woman say at the say time.

"What?!" they yell at each other.

"Just hit him already!" Superman shouts at the pair.

"Right!" the pair say together and smash a pair of fists into Shocker's face, their combined strength easily knocking him out.

Superman walk over, dragging Rhino over by the leg with one hand while shaking out the other. "Either his head is harder than I remember or someone has been upgrading his suit," he comments, since the suit is the source of Rhino's power.

"Well his head has always been pretty thick," Spider-Man says in response as he webs the two villains up. An anonymous tip-off to the police would be forthcoming shortly so these two can be picked up.

"Uh huh. You do realise while we're distracted she's trying to make her escape right?" Superman points out...and points up.

Spider-Man's head snaps upward to catch a last glimpse of the vanishing form as she escapes through one of the holes Supes and Rhino made. "Son of a..."

* * *

Spider-Woman knew she had to get away from Superman and Spider-Man. Hanging around would have meant explanations she didn't want to give. She couldn't give. Bumping into either of them was something she had definitely not wanted.

She had swung as fast and far as she could and comes to a stop atop an apartment block. The first trickles of light of the new day were starting to come over the horizon. She lets out a breath.

"You know..."

She gasps as she spins round to find the pair of heroes standing there.

"...you can't actually get away from me if I see you leaving," Superman points out to her. "Good try though but considering my less than stellar record tonight so far I wasn't going to make it two for two," he says, referencing how he lost the Molten Twins. He was still annoyed about that but knew protecting people from those fires was far more important.

Spider-Woman takes a step or two back as Spider-Man advances on her.

"Who are you?" he demands to know.

"Um...who do I look like?" she queries, her voice exposing her nervousness.

Under his mask Peter's eyes narrow. "Where is MJ?" he asks, since that was what they were trying to discover in the first place.

"Mary Jane Watson? I'm not her if that's what you're thinking...because that would be so creepy. As opposed to this thing...meeting each other...which is not creepy at all," she babbles.

Superman arches an eyebrow. She's as bad as Peter...a troubling thought occurs to him as he activates his x-ray vision to peer through her mask. Holy...sweet...gracious Rao!

"Where is she?!" Spider-Man demands to know.

"Dude I don't know! I swear! I was trying to stop it but I was too late," she rambles on, waving her hands about wildly. "She was gone by the time I got there...and really you need to drop this. Let me go. You aren't ready for the implications of this. I swear I'll find MJ." She takes a breath. "We didn't deserve this. None of us," she says quietly, her voice shaking with emotion.

"Who's us?"

"Show him," Superman says.

"What?" the two spiders say in tandem.

"Show him your face," Superman says, his tone more authoritative, speaking to the female version.

Spider-Woman blinks. "You...you know," she realises. "H-How?" she stutters.

"X-ray vision."

Spider-Woman folds her arms across her chest in a defensive pose. "Dude! Invasion of privacy!" she complains.

Superman pinches the bridge of his nose in a frustrated manner. "Every time," he grumbles. Every time he tells someone about the X-ray vision they think he looks through their clothes. Well ok he sorta did here but only at her face.

Spider-Man stares hard at her. "Who are you?!" he demands to know again.

"Tell him...or I will," Superman threatens.

Spider-Woman sighs and with a little hesitation reaches up and pulls her mask off, revealing quite a pretty face with brown eyes to match her brown hair. Eyes and hair that matches Peter's perfectly...and the face. Taking into account its more feminine shape but apart from that she would almost be a dead ringer for a certain spider themed superhero.

Peter yanks his own mask off, his face showing his utter shock, as he utters the only conclusion there is to make. "You're me."

* * *

 _Author's Note: Clark hopes nothing like this ever happens to him huh? Almost sounds like I'm foreshadowing or something. So yeah, if it wasn't clear already, I'm borrowing heavily from the Ultimate Marvel version of the Clone Saga. And lookie here, Peter's cute as a button female clone has arrived. Also it occurs to me that if Peter's clones have his memories isn't there the possibility the same could happen to any kids he has, assuming we are talking about some sort of genetic memory. I don't know if that has ever been really raised._ _Thanks to everyone who wrote reviews. Next up; Clone Saga part 3 as Clark and Peter try and get answers out of Spider-Woman._


	3. Chapter 3

Chapter 3

 **Some place unknown…**

Mary Jane Watson's green eyes flicker open. Her eyes start to adjust...before she shoots up, dressed only in her nightwear of t-shirt and shorts, to a sitting position as she recalls what happened. Someone snatched her right out her bed. A sudden jerk had woken her up, right before a cloth was placed over her mouth, smothering her, making her pass out. From previous experience it must have been chloroform or something similar soaked into the cloth.

MJ looks around. She's in the middle of a great glass...jar. Beyond that is what looks like the rather broken remains of some lab.

MJ does not outwardly panic.

Sadly this is not the first time she has been abducted. That's how she knows what chloroform smells like. Though for the life of her she can't figure out why they keep picking on her.

MJ explores her confines, looking for a way out...when she spots something moving in the shadows. "Hello? Who's out there? Why are you doing this?"

"I'm doing what I need to protect you."

MJ frowns. "Peter?" she queries at that familiar voice.

The shadow starts to pace. "All those years, living next door to you, wanting us to be far more than friends...but afraid to tell you how I felt. I'm not afraid any more MJ. We will be more."

Ok, he has surely lost it. "Peter. What are you on about? Why did you do this?! Where are we?!" she demands to know, getting more and more agitated, banging on the glass.

"I'm going to make sure we'll be together forever," he says creepily.

MJ swallows hard and pushes her fear down. "Peter," she says softly. "What do you mean?"

'Peter' walks closer, into the light and MJ gasps. This wasn't Peter. The left side of his face was all...deformed and twisted.

'Peter' smiles and then announces something that makes MJ terrified beyond belief. "I'm going to make you just like me."

* * *

 **New York…**

Back on the rooftop the 3 teens stand in silence for awhile until Peter breaks it.

"You're...another clone," Peter says it.

"Yeah," Spider-Woman confirms, rubbing the back of her neck in an awkward gesture. "Wait. Another?" she questions as her mind catches up with what was said.

"Scorpion," Clark answers.

"You've seen him? Is he alright?" Spider-Woman asks, a renewed energy surging through her.

"He's at the Xavier Institute. Under heavy sedation. He's..."

"Unpredictably violent?" Spider-Woman fills in.

Clark nods. "Yep."

Spider-Woman's head falls. "That's how all this started. Well not exactly. It's how tonight happened."

"Wow. She really is you," Clark jokes at the babble.

Peter, for once, doesn't appreciate it. "Are there more?" he presses her.

"I'll tell you everything, if you want but you won't like it," she concedes to explain but with a warning attached.

"First off, do you have a name?" Clark asks her, his voice gentle. It seems like the appropriate thing to ask first, whether she has an actual name.

"Uh...Jessica. They called me Jessica Drew," she answers and then shrugs. "Good a name as any I suppose. Can hardly call myself Peter now can I?"

"Who is they?" Peter needs to ask.

"This sounds like a long story," Clark can guess.

"It is," Jessica concedes.

"I'll get the dohnuts. Give me two minutes," Clark says as he flies off in a blur.

Jessica watches him go. "There's something different about him," she remarks. "A...weight...sadness I don't remember," she tries to describe what she sees.

"Remember? You have my memories?" Peter cottons on to.

Jessica rolls her head from one side to the other. "Most of them, I think. I will explain when Clark gets back," she says, using his name, showing she knows who he is. "But about what I was saying?" she asks in relation to the difference she sees in Clark.

"A lot has happened to him. A lot of bad stuff. He's still trying to recover from it," Peter explains, completely serious and sensitive over what Clark has endured.

"Oh," Jessica says, unable to think of anything witty to say. Hating the awkward silence that follows she breaks it by asking, "Sooooo...still dating Kitty?"

"Yes," Peter answers with a severe frown.

"That's good. I remember we liked her but it was a new thing at the time."

"Don't say we," Peter snaps at her. "We nothing. I'm the one who loves her!"

"Alright, alright," Jessica says trying to placate him. "I was only just saying."

"Well don't. Ok. I'm freaking out enough as is, thank you very much."

"I know...and I'm sorry. Truly I am. I never wanted this. I was..my plan was to keep out of your life...and to keep the others away but they ran off in different directions and I haven't been able to catch up to them..."

"And why don't you save that part of the story for when we get there," Clark interrupts as he returns, landing softly on the roof with a large box of dohnuts. "Lets sit, eat and you start from the beginning Jessica," he proposes.

Jessica nods and the 3 plant themselves down on the roof, sharing dohnuts.

"Hmm, this is good," Jessica says with her mouth full. "I've never had a dohnut before. I remember them from Peter's memories but I've never had one," she explains, savouring the sweetness. If anything they tasted better than she remembered.

"So how did you come to be?" Clark asks her, prompting her a place to begin.

Jessica looks into the distance. "It was a month ago now, give or take. That was when I was born..."

 **Flashback…**

At first there is only darkness. Then there is a voice.

"She is coming out of it."

Eyes open and they see first a middle aged man with grey hair and a moustache in a lab coat get up with several other similarly dressed people behind.

"Hi," the man says. "My name is Dr Miles Warren. Now I need you to relax. Don't try to talk. You can't yet. Your body is still stabilising. We had to sedate you to stop you harming yourself. I know you may be freaking out about now in your mind...but don't worry about that, my dear. We're going to solve that. Now, you probably remember right now that you're Peter Parker, Spider-Man...but you're not. You're not him. You're not even a him. You're a her. You're a biological replication of Peter Parker. There's a story to that. It will all be explained soon, when you're stable. For now just rest. You're ok and you're safe."

Darkness envelops... _her_ once more.

She doesn't know how much time passes before she wakes up. There's a nurse this time, caring for her, helping her sit up and telling her someone will be here soon for her.

Her.

Her?

She looks down at herself, dressed in a hospital gown. She can only remember being Peter Parker. She peers down her gown. Yep, she's a girl alright. No doubt about it. Her head snaps up, cheeks stinging red with embarrassment at seeing...what she just saw.

The door to her room opens and in walks…

"Norman Osborn?" she says, her voice barely a whisper.

Norman smiles genially. "Ah. You're awake. Good. And you're beginning to use your vocal chords. Excellent." He grabs a chair and sits himself down next to her. "I know you must be confused...which is why I'm here. To explain everything."

He reaches down into a briefcase he brought and pulls out a folder. It has a 'Top Secret. Confidential' stamp on it.

Norman opens it and begins to speak. "It's been a long held desire of many, shall we call them rather shady, government organisations to possess they're own version of a super soldier. One day, one of them...it really doesn't have a name, managed to gain into its possession a sample of Spider-Man's DNA. To meet their goal of creating a super soldier they desired to clone him. Shortly after the first 4 embryos were created SHIELD discovered what they were up to and shut them down. They discovered the clones...and also discovered they were dying. Rather than just let life, however it was created, fade away they sought out the best bio-geneticist in the world...who happened to be working for me."

Norman turns a page in the folder, not showing anything to her. "Using my company's resources we managed to stabilise you, allow you to grow to maturity...or at least the age Peter was when his DNA was taken. Unfortunately cloning is a pioneering frontier of science and can have some...unexpected outcomes. In your case the switching of gender from male to female but apart from that you are a remarkable success. By far the best of the 4."

"You keep saying 4?"

"Oh, yes indeed. The others are like you right now, slowly adjusting to their births but you'll meet them when it's time," Norman informs her.

"What will happen to me?"

"Ah, yes. That's why I came in person to talk to you. You know me, right. From Peter's memories."

She nods.

"And don't worry. My mouth is shut about his identity as Spider-Man. He has done...many remarkable things but my saving you does come at a price. One I must explain face to face. I made a deal with SHIELD to return you to them as soon as you were stable. SHIELD desires to use you and the others as a team. Special Agents. In that regard, your memories of Peter will be erased and you will be given new ones. It's a technique SHIELD developed. Let me see here," Norman says as he looks through the folder once again. "They already have a name picked out for you. It's...ah yes, Jessica Drew. Pretty yes?"

Jessica, as she is now apparently called, has not much to say. She doesn't know what to say to any of this.

"Special Agent Jessica Drew of SHIELD. Codename; Spider-Woman. Ugh, not very original I must say. Then again these government agencies aren't known for their original thinking." He places the folder down and puts a hand on her shoulder in an act of comfort. "I know this must all be overwhelming my dear and I dearly wish to give you much more time to adjust but Director Fury is a harsh task master. He wants results and he wants them yesterday and as soon as you are able we must begin a proper assessment of you physically and of your abilities so I can report them to SHIELD. Once that is done...all this confusion and shock will go away when we adjust your memories. In one sense that sounds terrible and horrific but, in another, I think for you and your 3 siblings it will be for the better. You can forge your own path without being haunted by someone else's memories."

Jessica is just too overwhelmed.

Norman smiles sympathetically. "Rest up. I'll be back," he promises her as he departs for now.

 **The present…**

"Whoa, whoa, whoa!" Peter stops her. "Mr Osborn knows who I am!" he cries in shock. He means...he's met Harry's dad...recently. After such time he must have known who he was. He never gave anything away.

"Yeah," Jessica says.

"We'll deal with that Peter," Clark assures him. "But we need to let Jessica finish. What happened next?"

"The assessments. The training. They began to prepare us...I mean myself, Scorpion, Kaine and Tarantula to be Special Agents."

"That's where the costume comes from," Peter guesses.

Jessica nods as she looks down at said costume upon her. "Yeah. They supplied it to me."

"Kaine and Tarantula are the other clones?" Clark seeks to clarify.

Jessica nods. "Yes. The 4 of us. You've seen Scorpy and myself. The others...they were mutated, disfigured, mentally unbalanced but they kept saying that was ok because they would adjust our memories. The day we were told that was going to happen...Scorpion snapped. He went crazy, attacking everyone and everything. There was an explosion...and we escaped, the 4 of us. I tried to get us to stay together but Scorpion was too far gone and the others fixated on their obsessions."

"Obsessions?"

"Every fibre of my being tells me I'm Peter Parker, even when I know I'm not. I remember everything you have ever done, Peter. Everything you have ever eaten, smelt, felt. Everyone you know I feel like I know. It's the same for the others...only as I said they're disturbed, mentally unbalanced."

"Professor Xavier said that the memories in Scorpion's mind are all fragmented, disjoined, chaotic in a sense," Clark mentions.

"That would explain why he snapped like he did," Jessica can see.

"What about these obsessions?" Peter asks.

"This relates to MJ. Kaine was always focussed on her. He would babble about how much she meant to him. I think it's due to our crush on her when we growing up as neighbours. Those are the memories that are most dominant within him. He's obsessed with thinking she needs protecting."

"So he took her to protect her?" Peter says incredulously.

"I did say he was unstable."

"So where would...Kaine take MJ?" Peter wants to know.

"I have no idea. I'm sorry. I know you don't want to hear that but I don't," Jessica says apologetically.

"And you were chasing after him, right?" Clark tries to put the pieces together. "That was your webbing we found outside?"

Jessica nods, confirming that. "I was too late. He had already been and gone. I was just trying to figure out my next step when Little and Large showed up trying to capture me."

"Huh."

"What's with the huh?" Peter inquires.

"The Molten Twins….they were trying to capture Scorpion, remember," Clark prompts Peter to think back.

"Yeah."

"And Mark let slip he was working for someone."

"They want us back," Jessica says, a darkness falling over her face.

"By using supervillains?" Peter questions that. That's...not right. Not that he thinks Liz is really a supervillain...though it's hard to recall she's his friend when she's trying to turn him into extra crispy spider.

"What about Tarantula? Any idea where he went? What may be driving him?" Clark wonders, changing topics for the moment but his thoughts are in tune with Peter's. Something is very wrong about this whole thing.

"I...don't know actually. He was never very talkative. So unlike us at all. I have no idea what is driving him," Jessica has to admit.

"It's ok, Jessica," Clark tells her, seeing clearly how upset she is. He reaches over and places a hand on her shoulder.

Jessica sniffles a little as her emotions threaten to overwhelm her. She can't really relay the real emotional distress she's gone through since she woke up and was told she was just some freaky science experiment and that her memories are not really hers at all.

"Jessica, I need a favour," Clark says.

"Sure. What?"

"What's your last memory?"

"Huh?"

"I mean Peter's memory. What is the last memory of Peter's life you have?" Clark clarifies what he means.

Peter looks at Clark questioningly.

"It'll narrow down the time frame of when your DNA was stolen," he explains. This is in line of trying to figure out what's wrong with Jessica's story.

Jessica's face screws up as she tries to recall the last thing before she woke up in that bed. "Stark. The Halloween party. I remember arriving...that's it."

Clark cocks his head slightly as his inhumanly perfect memory recalls that night. "The Green Goblin," he says.

"Who?" Jessica asks.

"What?" Peter asks.

Clark looks at his friend. "The Green Goblin," he repeats. "He cut you," he reminds his friend of that evening.

Peter's eyebrows rise. "That's right," he remembers. Across his chest. "With a razor bat."

"Who is this Green Goblin? Is he related to Hobby?" Jessica wonders, in relation to the Hobgoblin. She remembers that Halloween costumed clown but has no idea who this Green Goblin character is they are on about.

"Same aesthetic, different levels of insanity," Peter answers. "Gobby is also as strong as we are and he just keeps reappearing over and over. I've lost count of the number of times we've met now. He's like that piece of bubblegum that you can't get off your driveway no matter how hard you try to scrape it away."

"He gatecrashed Stark's party with a few friends, abducted Peter and when they fought, cut him," Clark summarises events.

"He wanted me to join him. Fat chance. There wasn't even a dental plan on offer," Peter jokes about it.

"And you seriously need one considering how often villains are trying to smash your teeth in. It's like they don't like to hear you speak or something," Clark jokes along.

"Nah. That can't be it. I have the voice of an angel."

"A fallen one."

"Ouch. Some friend you are."

"It could be worse. Claire could be here."

"You're right. That would be worse. Plus I could do without the 3rd degree burns."

Jessica grins at the banter.

"But back to being serious," Clark brings it to an end. "If that is the last memory you have of Peter, Jessica, then that suggests it was from that cut you were cloned."

Jessica frowns in confusion. "But what Osborn said."

"Doesn't add up," Clark just has to say it. "I didn't think it did. Fury would never allow something he saw as an 'asset' to be under anyone's control but his own assuming he would even let you live at all. And if it was SHIELD it would be their agents trying to recapture you. Fury would never trust a supervillain with the job," he lists a few of the many things that don't add up.

"But that means..." Peter starts to say and doesn't want to finish it. He does so anyway. "That means Gobby and Osborn must be working together. Gobby knows who I am!" he cries in a deep and sudden panic. It's his worst nightmare one of his villains knowing who he is and the Green Goblin is just about the worst of the worst. Insane but brilliant all at the same time.

"Why would they do this? Create us?" Jessica has to know, to understand the reason she exists.

"I'm not sure," Clark answers for Peter. "Though you spoke of obsession. Gobby has one in regards to Peter from how he tells it."

"Yeah. I've been meaning to get a restraining order taken out on him. My number 1 stalker," Peter tells the joke flatly.

"And you spoke of memory adjustment," Clark recalls. "If Gobby's behind it...well from personal experience I know for a fact that sort of thing is never good."

"It would definitely not be," Peter confirms with a slight shudder at the idea, based on his personal experience of just what sort of person Gobby is.

Jessica stares at Clark. Personal experience? That must relate to the 'bad stuff' Peter mentioned.

"As for how Osborn fits in...there I admit I'm clueless," Clark will admit.

So is Peter. He means he knows Norman does some amoral things. See creation of evil symbiote as prime example but for Norman that was about business and money. Creating a weapon for the military. To ally outright with a nut-job like Gobby...doesn't make sense. God, how would he explain any of this to Harry?

"Then the whole thing...from when I woke up...it was a lie, a deception," Jessica concludes, getting angry now.

"It seem so," Clark says, sympathetic to her plight. He knows all about being screwed with. See Apocalypse and 2 entire years of his life as proof. And don't even get him started on Patricia.

Just then police cars scream past on the street below.

Clark frowns. "They're in a hurry. It can't be good," he says before he's even had a chance to listen in.

Peter sighs and gets to his feet, pulling his mask back on. The sun was up now, he had had no sleep and it seems his lazy Saturday just isn't going to happen.

"Well lets get going then," Jessica says in demanding tones as she slips her mask back on, a determination in her actions. No matter how she was created, like Peter, if people are in trouble she has to do something to help. "Duty calls," she says as she runs to the edge. As she leaps off she yells, "Don't bust a spleen trying to keep up boys!"

"There's no way she is me," Spider-Man grumbles as he runs after her.

Superman takes to the air. "I can see it," he insists with a smirk. "And on the plus side I get to reuse all those jokes that we made up to annoy Logan after discovering Laura. Only on you," he says with an even larger smirk.

"Oh ha ha," Spider-Man responds with.

"People who say 'Oh ha ha' are ones who can't think of witty comebacks," Superman uses something Peter himself has said. Peter really is having a bad day.

"Bite me!"

"Now boys, behave!" Spider-Woman tells them off. "Don't make me come back there," she playfully warns them, like a parent scolding naughty children, as she swings onward after the police.

"Yeah, yeah, very funny," Spider-Man drawls sarcastically. "By the way what, with the, from your fingertips?" he inquiries about her webbing and where it comes from.

"Organic web-shooters in each fingertip," she explains.

"Ew," he complains childishly, thoroughly grossed out.

"I cannot believe I come from you," she complains.

"I can," Superman says because they were practically identical in their mannerisms.

"Oh bite me!" the two Spiders say in unison and it is all Clark can do not to bust a gut in laughter.

* * *

They reach the place the police were heading to and find them parked up outside a house as the two spiders land on the roof of a house across the street and Superman hovers.

"That's Gwen's house," Spider-Man says, a deepening worry filling his gut.

"Uh oh," Spider-Woman mumbles.

"Tarantula?" Superman guesses.

"I have a bad feeling, yes," Spider-Woman has to concede that is what may have happened

"He's taken Gwen?!" Spider-Man splutters in outrage. "What is it with you damn clones?! Are you trying to ruin my life?!"

"Spidey," Superman snaps, seeing how Spider-Woman goes stiff as a board at his outburst.

Spider-Man walks off across the roof, muttering, "Should have left you all in the test tube."

"He didn't mean that," Superman says to Spider-Woman. "He's just upset."

"I know he is," she says...yet you can hear a sniffle of upset in her voice. Her feelings are hurt. She then goes even stiffer still.

"Jess?"

"Spider-sense," she hisses.

Clark's head snaps around looking and can see Peter too has gone stiff, showing his spider-sense has also flared up but as for what is causing it...he finally sees but too late. A barrage of missiles striking down amongst the police.

The 3 heroes, despite their arguments, snap to it immediately, leaping down and helping who they can.

"Where did those missiles come from?" Spider-Woman asks as she lifts a destroyed car over to check underneath.

"Ha-ha-ha-ha-ha-ha-ha!" a familiar, hideous, cackling laugh interrupts.

"I think I know," Spider-Man says in grave tones as swooping down on his glider comes the green faced stuff of nightmares until he is hovering over the 3 heroes.

It's the guy Peter is seriously considering labelling his nemesis.

The Green Goblin.

* * *

 _Author's Note: 'Peter' is Kaine, though in the Ultimate Clone Saga he was never named on panel. It was only ever confirmed off panel._ _For those that do recall I actually did a cameo with the other Jessica Drew, currently an Agent of Hydra, some time ago but there's no reason both can't be in my world. It leaves the possibility one day of the two facing off for the right to both the names Jessica Drew and Spider-Woman. Though I did toy with the idea of avoiding that and giving this Jessica the name of the other Spider-Woman; Julia Carpenter but nah. I'll keep to what they gave her in the comics. Also I reckoned that Peter and Clark combined would be able to pick apart the holes in Jessica's story quick enough to lead what the last scene confirms. The true force behind all this. Thanks to everyone who wrote reviews. Next up; Clone Saga part 4 as the Green Goblin makes his presence felt._


	4. Chapter 4

Chapter 4

"Well lookie here, if it isn't my little lost spider," the Green Goblin says with a hideous grin as he spots Spider-Woman.

Superman steps in front of her. "You are not touching her," he states clearly.

Green Goblin cackles amusedly. "Aw, how touching. First day out on her own and she already has her own boyfriend, willing to be her knight in shinning armour. They grow up so fast," he says, wiping a non-existent tear from his yellow eye, as if he is touched.

Jessica involuntarily blushes under her mask. Damn female body. Damn teenage hormones. Frankly it's just embarrassing to even hear it suggested. She means come on! She has all of Peter's memories and stuff of Clark. It's just weird.

Spider-Man steps forward. "You killed these people," he says in reference to the many dead police the Goblin is responsible for. "Why?"

"Well I had to get your attention somehow didn't I, Spider-Man," the Green Goblin callously explains.

"He is nuts," Spider-Woman can clearly see in just a few moments of listening to the guy.

"Don't sass your father, young lady," the Green Goblin tells her off, waggling his finger at her disapprovingly.

"Y-you did create me, didn't you," she accuses.

"Ah, no point in keeping it secret now. Yes, I did and now it's way past your curfew and I'm out of patience, young lady. You and your siblings have been very naughty. Seriously I may need to ground the lot of you," Green Goblin says in the manner of a very disturbed parent. Ok the man is just plain disturbed.

"The only one getting grounded today is you," Superman tells him, tensing slightly as he prepares to lift off into the air to take the villain down.

Green Goblin smirks. "I think not, Superman," he says, strangely confident of his position.

Superman makes a motion to move...when he is struck by a powerful energy blast, catching him off guard and sending him tumbling back head over heels before he can bring himself to a stop.

The two spiders did have their spider-sense blaring but they thought it was due to Gobby.

All 3 teen heroes turn their focus to where that attack came from and coming striding into view is a guy dressed in blue and purple armour. The right hand is a cannon like weapon and the helmet does not completely cover the face, leaving a gap around the mouth.

Superman's brow furrows in slight perplexity. "Karnowsky?" he queries at the familiar looking man. Philip Karnowsky was the leader of this group of arms-dealers who had been shipping their goods through Bayville and Clark had aided Detective Sawyer in taking them down. During the fight Karnowsky lost his right arm up to the elbow and he blamed Detective Sawyer, mostly because they were fighting when it happened. But he also blamed Superman. However that was the best part of a year ago now and last Clark knew this man was in prison.

"Not any more. Call me Barrage!" the man declares before he fires some more of the blasts at Superman. Because of the injured all around all Clark can do is stand there and take the punishment...and believe you him even for him this is stinging something rotten.

Spider-Man and Spider-Woman moves into action firing their webs at the guy and managing to snare him.

"Dude, what the hell?!" Spider-Woman exclaims.

"That _alien_ cost me my hand. Him and that bitch Sawyers," the armoured clod responds, anger, bitterness and loathing all clear in his voice.

"Oh and let me guess, Gobby here promised you the power to wreak your terrible revenge if you did him a favour in return," Spider-Man mocks the terrible cliché.

"What can I say? I'm just a Good Samaritan," Green Goblin cackles.

Superman uses the moment of Barrage being incapacitated to blur forward and shoulder charge the man in the armoured suit, sending him flying. "Do you know how annoying it gets when people keep ruining my suits?" he grumbles, his eyes glowing faintly red at the fact yet another of set of his costumes is charred and torn.

Green Goblin laughs. "Oh I do apologise, Superman but I'm afraid you're trespassing into a family affair and I must ask you to leave."

"Not going to happen," Superman promises. "I don't abandon my friends."

"No, you just turn against them and almost destroy the world," Green Goblin brings up that painful memory. "I was kinda jealous," he admits.

Clark can't help but freeze for one second at being reminded of that.

"What?" Spider-Woman asks Spider-Man.

"Long story. Like I said bad stuff happened to him."

"Now, how about you voluntarily depart Superman before I have to escort you out," Green Goblin advises.

"You and what army, Gobby?" Spider-Man mocks his foe.

"SUPERMAN! BY ORDER OF SHIELD YOU ARE UNDER ARREST!" comes the booming demand.

"That one," Green Goblin answers.

Coming into sight above are the myriad of forces that are determined to capture Superman at all costs.

The alien teen looks at his friends. "I..." he doesn't know what to say. If he stays SHIELD will come down like a ton of bricks on all of them. They've been upgrading their weapons recently too. They pack much more of a punch these days.

"Go," Spider-Man tells him, knowing Clark must leave.

"I'm sorry. I'll be back as soon as I lose them" he apologises and promises. With that he turns, very reluctant to do so and takes to the air just as the SHIELD jets roar overhead in pursuit of him.

"That was awful convenient timing," Spider-Man mumbles to himself about SHIELD's appearance, making him think, somehow, Gobby arranged it though he can't think how.

"Well then, now that the uninvited guest has gone shall we?" Goblin invites the two spider to begin this fracas.

Spider-Man charges at his nemesis, taking a large leap into the air and firing off a webline. He needs to get up because right now Gobby has the height advantage...only they're in a suburban street and there really isn't much in terms of places to gain height. So he does the obvious thing. He snags Gobby's glider instead and swings round to flip atop of it.

Spider-Woman was actually caught by surprise by his impulsiveness in just charging in. Those two must really have some story she doesn't know. She is just about away to help when her spider-sense flares off and she finds herself, by instinct, flipping and leaping and dodging energy blasts. The armoured wearing clown was loose.

"Hold still, Girly. Greeny wants you alive and mostly intact," Barrage tells her.

"Yeah, right," she snorts. "I'll just hold still so you can take me back and I can have my memories erased and rewritten. Sure I'll just do that," she rattles off sarcastically. "You sure your name isn't Blockhead?" she insults him.

"My name is Barrage," he states firmly, anger laced underneath.

"Your name is Barge? Why did you name yourself after a flat-bottomed boat...oh wait, never mind. I can see why."

"What does that mean?!"

"Who says it means anything? I just have a habit of babbling. See, I can admit my faults. It's the key to personal growth. Why don't you try it," she advises as she manages to dodge her way in close, pulls her fist back...and finds it caught in the guy's left hand with at least equal strength. Spider-Woman's eyebrows rise under her mask.

Barrage grins. "The suit enhances my strength," he explains before he slams a powerful kick into her gut.

Spider-Woman slides backward and stops in a crouched position. That explains how he broke free of the webbing. She looks up to find Barrage's cannon pointed in her face.

"Lights out, Girly," he declares confidently.

Spider-Woman's eyes narrow as she can see the glow of the energy charge building within the weapon. She has one chance. Lets hope she is fast enough. She leaps upward, flipping over the guy's head, fires a webline snagging the cannon which she yanks upward...right into his face.

Spider-Woman lands, spinning round, ready to take the advantage. Barrage turns round...and it's almost comical. Barrage's stunned look on his face before he topples over. See she reckoned the weapon was set to stun since he wanted to capture her. A gamble, sure but one that paid off handsomely. She doubts he'll be getting up anytime soon but just to make it more difficult she webs the jerk up again….and then kicks him for good measure. "Don't call me 'Girly'," she says, that having really irked her. Now then where did her progenitor get to?

Spider-Man was locked in a hand-to-hand fight atop the glider with his green faced foe. "What is this about? Why did you clone me?" he has to know even in the midst of the struggle.

"Why don't you show me how clever you are and figure it out... _Peter?"_ Green Goblin retaliates, illustrating clearly he knows who Spider-Man is.

Spider-Man shakes it off. Can't afford to be distracted by that right now. "What's your connection to Osborn?!" he demands to know as he swings and misses, the two dancing atop the seemingly impossibly small space of the glider.

The Green Goblin laughs in delight. "Oh my, you have been busy figuring things out but as for that part, I'll never tell!" he takes great delight in denying Spider-Man the answer.

In his frustration Spider-Man over-extends on his next attack. It means his feet can be taken away and he finds himself easily thrown off the glider, landing hard on the road below. By the time he looks up the Goblin is already above him, looking down menacingly. "You know there was a time I offered you the chance to join me, Spider-Man but the truth is I don't need you any more. Say your goodbyes wallcrawler!"

"Say goodbye to this!" Spider-Woman shouts as she smashes her fist into the underside of the glider, rupturing on of its thrusters, sending it careening across the sky.

"This isn't the end! You belong to me!" Green Goblin rants as he flies his damaged glider away.

Spider-Woman glares at the departing figure in disgust. She does not belong to him! She turns her attention to her male counterpart and helps him up.

"Thanks," he mutters, angry and frustrated at his failure.

By now more police and ambulances are showing up so the 2 spiders take that as their cue to leave.

* * *

 **Some Place Unknown…**

Whatever it was that wore Peter's face had left Mary Jane for the moment...which was, frankly, a relief. It hadn't improved her lot in figuring out an escape yet but it was easier to remain calm-ish without that thing and the way it looked at her. Like...like it... _desired_ her.

Even recalling it makes her shudder.

Not to mention she was trying real hard not to imagine what it meant when it said it was going to make her like it. If that wasn't motivation to figure out an escape, nothing was.

MJ feels around her glass tube prison, trying to find a weakness...anything. She gently slams into it with her shoulder...and then not so gently...and all she gets, for her troubles, is a sore shoulder. That's surely going to bruise, she muses as she rubs the sore spot.

That's when there is a hissing noise from above. MJ's head snaps up as the metal plug in the top is swung open and then, suddenly a figure is dropped down with a mass of familiar blond hair.

"Gwen?" MJ queries, her eyes going wide as she rushes over to her friend.

Gwen groans...and the freaks out as she feels someone touch her.

"Gwen...hey...easy, it's me!"

"MJ?" Gwen queries as she stops fighting and her eyes focus upon the familiar red-head. "What is...where are we?"

"Kidnapped and don't know," MJ answers the two questions. She helps Gwen up. "You ok?"

"Yeah. I...I was just in bed..."

"And someone snatched you?"

Gwen nods. "Shoved a bag over my head so I wouldn't see." She finally gets a chance to look around and see her new accommodations. "I see we got the economy class accommodations," she manages to make the lame joke.

MJ smiles. "Fraid so. I must get my agent to complain to the management."

Gwen chuckles slightly as the tension eases just a tad. "Who did this?"

"It's...I'm not sure how to describe..."

She is cut off. "Gwen safe now. Must protect Gwen."

Both girls turn their heads round...and both gasp at the sight. There was this...Spider-Man, in black...only he had 6 arms.

"That's not who took me," MJ says to Gwen.

"Must protect Gwen," the 'Spider-Man' repeats as he fondly places one hand on the glass.

"You should not have brought her here!" an irate voice echoes around.

'Spider-Man' spins round. "Must protect Gwen."

" _Must protect Gwen,"_ the other voice mocks. "All those weeks you say next to nothing and when you finally speak all you can say is _'Must protect Gwen'?_ "

"Is that Peter?" Gwen whispers to MJ, recognising the voice.

"I wish," the red-haired beauty replies. "No...it's..."

Her explanation is not needed as 'Peter' steps into view.

Gwen gasps and covers her mouth in shock and seeing the disfigured version of her friend.

"Must protect Gwen," 'Spider-Man' says and then attacks 'Peter'.

Gwen and MJ can only watch on as the two creatures begin to slug it out...and the worse part is no matter who wins the two girls' predicament won't get any better.

* * *

"So Clark's like SHIELD's Most Wanted?" Spider-Woman is trying to clarify as she and Spider-Man swing along. Jessica had asked what it was all about that Clark had to take off.

Peter had tried to summarise the story as succinctly as he could. "More or less," he confirms.

"All because he's an alien?"

"For some that's all the excuse needed," Spider-Man says, his dislike of the bigotry quite clear.

The two come to land on a certain ledge, next to a certain Gargoyle statue.

"Hiya Bruce," Spider-Woman greets the carving with a fond pat on the head. "Don't suppose you have any advice for a poor, lost clone do ya?"

Bruce says nothing...obviously.

"Focus," Spider-Man almost snaps at her. "MJ and Gwen are missing...and we've got nothing. No idea where to look!" he cries, clearly extremely upset.

"And you think I don't know that?!" Spider-Woman snaps back, her voice rising. "You think I don't wish to save them! I have your memories. I feel the same attachment to them as you do. If I could I would take them home and keep them safe!"

"Safe?! It's you and the others that have put them in danger in the first place!" Spider-Man shouts the accusation but she isn't listening.

"Home," Spider-Woman repeats.

"What? Are you even listening-clearly not!" Spider-Man says in exasperation.

"Will you shut it for one minute!" his female clone snaps at him. "I'm thinking."

Spider-Man's jaw moves up and down a few times but he's got nothing.

"Home," the brown haired spider repeats again.

"You said that...3 times now."

"I don't mean their homes. I mean mine...ours. I mean...when I say the word home my instinct is to go back to the lab where I was made. What if that is what drives the others? That same instinct?" she proposes.

Spider-Man cocks his head at her and looks with those unblinking bug eyes of his mask. "You think that is where they went?" he asks, a lot calmer now.

Spider-Woman shrugs. "I have no other lead to give you," she admits honestly.

Well it is better than nothing, Peter supposes and he would rather try a slim shot than sit around helplessly so to Frankenstein's lair they go.

* * *

Back with MJ and Gwen, all they can do, from within their glass prison, is stand and watch as 'Peter' and 'Spider-Man' fight it out.

It's actually kind of amazing to watch them fight and flip and bounce off walls.

Trouble is, no matter who wins, the two girls are still stuck inside this prison with no idea what will happen to them.

And it certainly will not answer any of the questions they have about what is going on.

'Spider-Man' attempts a flying kick but 'Peter' grabs the foot and swings the six-armed version hard into the floor, cracking it before he lays punch after punch into the black clad mutation's face.

Gwen and MJ look on horrified at the sheer brutal violence.

Eventually 'Spider-Man' hangs there, held by his costume by 'Peter', possibly lifeless. The distorted image of Peter Parker looks at Gwen and MJ. "It's ok sweetie. It's ok," he says to MJ, trying to sound reassuring...and failing miserably.

Gwen and MJ hold each other for comfort...when something catches their attention from the corner of their eye, bouncing along the floor until it stops near the two figures.

It looks like...a small pumpkin.

It suddenly explodes...emitting a strange green gas. 'Peter' begins to choke, grasping at his throat as he staggers forward, trying to get away from the choking fumes...only for a bolt of electricity to strike him. He cries out in pain before succumbing and falling to the floor, his body twitching slightly.

"Kids today. You raise them, feed them, try to teach them right from wrong and what do you get for your trouble? Rebellion," a cackling voice complains.

MJ and Gwen look round as stepping into view comes the Green Goblin, twisted smile on his face.

"Well I can see my kiddies have been busy," he comments at the sight of the two girls. He leans in, leering. "Now what am I going to do with you?" he ponders aloud.

Gwen and MJ hug each other tighter. Their situation has definitely not improved.

* * *

Spider-Man and Spider-Woman land on the roof of the lab...though you would never have guessed it was one from the outside. It looked like just an ordinary office building amongst a sea of them.

The two spiders approach a hole in the roof.

"This where you escaped?" Spider-Man queries.

Spider-Woman nods, the memories all too vivid. After all it wasn't very long ago at all ago for her.

Spider-Man peers down. Too dark to see anything. "They abandoned this quick didn't they," he comments at the fact no-one and nothing is around...or so it seems.

"I don't really remember much detail. It was so chaotic, explosions going off as Scorpion went mad," she admits...to her shame.

Well Peter's spider-sense isn't going off yet so they may as well just take the leap of faith. He places a comforting hand on his clone's shoulder. "You don't need to come," he offers, willing to do this himself.

Under her mask Jessica smiles gratefully. "Yes, I do," she says. "I vowed to try and not mess up your life. I failed there. The least I can do is help clean up the mess."

"On 3?"

She nods in agreement.

"One..." Spider-Man begins.

"Two..." Spider-Woman says next.

"Three!" they say together as they leap into the hole.

And land in a dark hallway with one, dimly flickering, emergency light.

"So as the girl in this horror flick you're the 1st to get it right?" Spider-Man jokes.

"Oh please. They always keep the pretty girl around as long as possible to appeal to the young male demographic. It's the plain average guy who always gets it first," Spider-Woman responds with.

"Darn you and your logic," Spider-Man faux complains.

"Well it's kinda your logic really," Spider-Woman has to say since most of her memories are Peter's.

Spider-Man chooses not to respond to that. It's too weird to think about. "Which way?" he asks.

"Thata way," she points down the hallway.

The two hop up on to opposite walls and crawl along cautiously. Even these two know when it's time to be quiet and sneaky.

Jessica is trying not let herself be overwhelmed by memories as they pass rooms. She knows each room so well where she was examined and probed and prodded and tested. She shudders in revulsion.

They reach the end, a pair of double doors in front of them. They hop down to the floor and gently push the doors open so as to peer in. Still no spider-sense but it pays to be cautious.

The lab is wrecked, just as Jessica said but in the middle, clear as day as it's the only bright light in the lab lies the two missing girls.

Lying. Unconscious. Imprisoned.

"Gwen? MJ?" Spider-Man queries as he dashes over.

Spider-Woman follows him...trying to deal with Peter's emotions and attachments for these two.

Spider-Man knocks on the glass, trying to see if they will stir. Nothing.

Spider-Woman is looking around. "I don't see them," she whispers in reference to Kaine and Tarantula.

"Lets get the girls out first and worry about them later," Spider-Man decides. He pulls his fist back and strikes.

"Ow, ow, ow, ow, ow," he hops around, shaking his fist out.

Spider-Woman's eyes go wide. "Wow. You didn't even make a crack," she comments at the perfect looking glass.

"Oh I disagree," Spider-Man says as he squeezes his hand under his armpit. "My fist certainly does."

Spider-Woman giggles. He was so ridiculous...and then it occurs to her that she must be just as ridiculous being she's his clone. "Why don't we try opening it," she suggests, nodding up to the hatch at the top.

"Good idea," Spider-Man agrees as the two jump up to atop the glass dome.

Spider-Woman examines it. "I think you just flip this switch," she figures as she flips said switch and it pops open. She nods, satisfied.

The two leap down and each check on a sleeping girl. Apart from being asleep they look alright…

...spider-sense!

The two stiffen immediately as that buzzing sensation screams into the base of their skulls. The hatch above them snaps shut.

"It's ironic isn't it," an all too familiar voice announces their presence as the Green Goblin practically swaggers into view. "That is it the Goblin's web that has trapped the spiders," he finishes. "You're so predictable Spider-Man," he lambastes the webbed hero. "I knew you would just dive right in after your two friends. So easy a trap it's almost insulting."

"Well if you want insulted I have a few I can give you off the top of my head," Spider-Man replies.

"I'm sure you can...but we have plenty of time to get to that later," Green Goblin worryingly promises. His yellow mask eyes fixate on Spider-Woman. "And as for you young lady...running away from your father, tsk, tsk," he chastises her.

"You're not her father!" Spider-Man snaps, banging futilely on the glass, his strength nowhere near enough to break it. "For starters she's far better than you are."

Jessica is surprised to hear Peter spring to her defence considering.

"Oh but I am... _Peter,"_ Green Goblin contradicts the young hero. _"_ She would not even exist if it wasn't for me."

"Who are you?!" Spider-Man wants to know. Has wanted to know for months.

The Green Goblin's lips curve up into a gruesome smile. He chuckles. "And you see right there, is why I always win Peter. I'm 3 steps ahead of you every time."

"That's not how I count our score, Gobby," Spider-Man scoffs. He's had plenty of wins. He just hasn't been able to catch the guy...or unmask him.

"What do you want? Why did you create any of us?" Spider-Woman wants to know.

"Let me tell you a story," Green Goblin begins, sounding like a kindly grandfather figure. "It's a story of where a generous benefactor offers to teach a rapscallious young pup how to use his power to far greater purposes then he was currently. To teach him to harness his gifts instead of squandering them. Sadly the young man turned down the gracious offer and the two ended up fighting. During the fight the generous benefactor...with glorious green skin I might add, obtained a sample of a certain spider-themed hero's blood. Then it occurred to him. He doesn't need the hero. He can just grow an army of him...but like any new venture you first create a few prototypes. You know, to work out the bugs...pun intended."

"You're mad," Spider-Man just says it. He's always thought it.

Jessica agrees with the statement. Also to be told you're just some throwaway prototype for some mad man to build an army around...not a great basis to pin the meaning of your existence on. Just saying.

"A lesser mind so easily confuses genius for madness," Green Goblin declares. "But no matter now," he continues. "Now that I have the original in my grasp once again we can...dissect you to learn all your secrets Peter. Once I have the genetic key to your powers I won't merely have to clone you. I will be able to give anyone I choose powers and once I possess that power there will be no-one and no force in this world that will be able to stop me. Not even your superpowered alien friend. Doesn't that sound like fun?"

"Can I take a rain-check on that?"

"No," Green Goblin states as he moves to a control panel and activates something.

It takes the two spiders only a few moments to figure out what as they start to struggle to breathe.

"He's...pumping the...air out," Spider-Woman gasps for breath, her hands grasping at her own throat.

The two try to escape but it's hopeless. They soon collapse unconscious on the floor, utterly at the mercy of their nemesis.

* * *

When Peter wakes up it is to the fact his mask is gone. He finds himself strapped to a table, tilted vertically and directly opposite him, in sleeping repose, sans mask, is Jessica. "Jess," he says in a loud whisper.

She stirs slightly.

"Jess!" he hisses it a bit louder.

"5 more minutes Aunt May," she murmurs sleepily.

Peter rolls his eyes. If the situation wasn't so serious this would be hilarious...you know once you get over the fact she's his clone. "Yeah. I don't think even Aunt May would give you 5 more minutes in this case," he drawls.

Jessica cracks an eye open...and it takes her a minute, as it does every time she wakes up, to recall she is in fact not Peter Parker but Jessica Drew. "Ooh," she moans at her pounding head. "How long have we been out?" she wonders.

"I don't know," Peter answers.

Jessica looks around at their situation. It was still the lab but it was looking a lot better. Someone had been cleaning...and re-equipping. "I seriously don't like the look of this."

"Me neither," Peter says as he tests his restraints. There is minimal give. "Good workmanship. Must be Japanese," he quips.

Jessica snorts with laughter. "That was what I was just thinking."

"Well great minds and all that."

"Peter we practically have the same mind," Jessica points out.

"Yeah," Peter says with a forced smile. "I'm still struggling with that one."

Jessica could hardly blame him.

"Ah...we're awake. Good," the voice of the Green Goblin says as he reappears.

"Where are the girls?" Peter demands to know about Gwen and MJ.

"Oh I wouldn't worry about them Peter. They're safe. In fact you should thank me."

"I wouldn't hold your breath Gobby."

"You should," Green Goblin repeats. "I saved them from what Kaine and Tarantula were planning. While it was innovative I'm not quite ready for that phase of...testing."

Peter's eyes narrow. Testing? Testing what? Just what the hell is this freak show up to?

"I can see the questions in your eyes, Peter," Green Goblin says. "Then again you've always been the more inquisitive one with the clever mind to boot."

Puzzlement flows across Peter's face. Gobby talks like they know each other...and he means beyond the slugfests they exchange from time to time.

"What are you planning to do to us?" Jessica asks, interrupting the moment.

The Green Goblin walks up to her and cups her chin. "Such fine work, wouldn't you say Peter? She's the best of the 4. An almost perfect copy of you...apart from the obvious. Superior to even Scorpion."

"If you wanted to idolise me that much I would have sent you a signed picture," Peter drawls.

Green Goblin laughs merrily. "Always with the jokes and the quick remarks. She inherited that trait as well you know."

"You never answered her question," Peter argues.

"Quite right," Green Goblin agrees. "Well while you were napping I made a few phone calls. The team will be here soon enough and once we have studied you two down to your every single gene I will get every secret I need for my future plans."

"Which are?"

Green Goblin waggles his finger at Peter. "At ah, Peter. I'm afraid I won't be shar..."

His words are cut off by an alarm going off. He frowns as he moves over to a bank of monitors and he quickly scans the images from security cameras. "Ah ha, it seems our last wayward child has come home!" he says with delight at what he sees. He turns to the two spider heroes. "If you kiddies will excuse me I have to prepare a welcome," he informs them as he departs the lab.

"Is he meaning who I think he's meaning?" Peter asks Jessica.

"He can only mean Scorpion," Jessica has to concede.

"He must have escaped. I hope no-one at the mansion was hurt," Peter expresses his concerns. "Are you having any luck getting loose?" he asks his erstwhile clone.

"No," Jessica says sadly. "He seems to have been well prepared for us," she has to say because these restraints were well beyond her strength to break it seemed.

"Wonder where your siblings are?" Peter mutters.

It was a good question. Jessica did feel a bond and responsibility to them. "We did have rooms...before we escaped. Although room might be an over-embellishment. More like cells to contain us. Gobby could have locked them back up in them," she guesses.

This is just not a good day Peter is having...and no matter how hard he tries he can't wriggle his way loose either.

They then hear the noise of doors being slammed opened and closed, drawing nearer. Then there is the clear sounds of fighting. It's annoying when you can't see what is going on. Whatever fight there is doesn't seem to last too long.

Someone then re-enters the room.

"Was it Scorpion then?!" Jessica calls out.

"Indeed it was," the voice of the Green Goblin confirms. "He's being taken back to his room for a time out."

Huh, that gives away the fact there are other people here already.

"But what is most interesting is that he brought a guest along."

Guest?

"One you might be familiar with Peter. Intimately familiar if I'm not mistaken," Green Goblin says as he finally walks into view...and in his arms a limp girl with long brown hair.

The sight makes Peter's heart freeze. "Kitty."

* * *

 _Author's Note: I did mention Karnowsky aka Barrage once, a very long time ago. Here he is, now as the armoured villain who will one day take his place on the Superman Revenge Squad(Supes version of the Sinister Six really). Hmm, it seems things are not going too well for our heroes does it. And now Kitty's in the mix with them. Thanks to everyone who wrote reviews. Next up; Clone Saga part 5 as Superman needs to come up with a plan to save the day._


	5. Chapter 5

Chapter 5

 **At the Institute...**

Superman lands outside the door, his costume torn and shredded, his hair mussed up, soot stains smearing his face. He had finally lost SHIELD. Took him hours though. They're getting better at being able to track him and try and corral him into a crossfire with their upgraded weapons...which, let him tell you, pack a punch.

He wonders where they're getting them from. It does seem unusual how fast their weapons development seems to be progressing.

He'll have to look into that. Also how was it they just showed up right as that fight with Goblin and 'Barrage' was about to begin? Oddly convenient timing. He'll have to look into that too...ah, ok what happened here?

What Clark means is that the front door has been busted down...from the inside he can tell.

He quickens his stride and enters through the door as he scans the building. He finds his parents and blurs through the hallways. He finds them wrapping a bandage around Paige's arm. "What is going on?" he asks, concern in his voice.

"Geez, do ya have ta do that?!" Paige exclaims at the way Clark just appears like a ghost.

"Sorry," he apologises.

Paige glares at him. "Ta answer yer question that Scorpion thing ya brought home busted out of here."

"You guys alright?" Clark asks in concern.

"Do ah look alright?!" Paige complains. "Tha guy shoots acid...from his tail!"

"It's only a slight wound," Martha points out. "And yes, we're fine, honey," she assures him.

Clark frowns. "How did he escape? He was drugged up to the gills," he says in confusion.

"Ah guess it wasn't enough," Paige comments.

"Where is everyone else?" he asks because one thing he noticed during his scans is that mostly everyone is gone. The X-Men and Generation X.

"Japan," Jonathan answers.

"Japan?" Clark questions. "Logan?" he guesses.

Martha nods. "He's gotten himself into trouble or some sort," she confirms.

"Must be an awful lot of trouble to take the two main teams," Clark murmurs. "By the way what is it with him and Japan?" he asks because seriously, this is not the 1st time this has happened.

"Who knows," Martha and Jonathan say together.

"Did all the adults go?" Clark wonders.

"I think Sage stayed behind to continue monitoring Scorpion," Jonathan answers.

"If you guys are ok..."

"Go son," Jonathan assures him that it is fine.

Clark vanishes in a gust of wind, blurring through the mansion to the lower levels where he finds Sage, wobbly, getting back to unsteady feet. He helps her up. "Here," he says as he leads her to a chair.

"Thank you Clark," Sage says gratefully.

His eyes flash electric blue as he examines her. "I don't see anything serious," he tells her.

"Handy talent that," Sage remarks in true scientific admiration.

"Funny. Most people freak out and think that I use it to peek through their clothes," Clark remarks at the rare instance of someone not doing so.

"Modesty is something you need to lose quickly as a member of the Hellfire Club," Sage explains her lack of reaction.

That's...uncomfortable for Clark so he changes topic and asks what happened.

Sage rubs her aching head. "I am uncertain. The amount of sedative we were using should have left him catatonic but he just suddenly woke up and broke out."

Evidenced by the shattered glass tube that Scorpion had been suspended in, Clark can see.

"Is anyone hurt?" Sage asks.

"I didn't see anything serious," Clark reports. "But Scorpion's gone, out the door...which he broke down."

Sage shakes her head. "Charles is going to have my head. First time I'm left in charge since I returned and look at what has happened," she berates herself.

"First off, the Professor is never that harsh and second off, trust me this is hardly the worst thing to have ever happened here. After all Lionel Luthor blew the place up. And the less said about what my sister and Bobby do to the place during their fights the better."

"Yes. I noticed the fire and ice, polar opposite dynamic between them."

"And that's on a good day," Clark jests with a grin.

A contagious grin Sage has to share. "What happened to you?" she asks, gesturing at his less than pristine appearance.

"Just the usual hassle from SHIELD. It's not important right now," Clark skims over it. Just then a little purple dragon comes flying in, lands on Clark's shoulder and starts pushing his head into Clark's cheek quite vigorously. "Lockheed? What's the matter?" he asks, sensing something is wrong. "Why aren't you...oh applesauce!" he calls out as he suddenly realised something.

"Clark? What is the matter?" Sage asks, seeing the change in the young man's demeanour.

"When I got here I scanned the mansion. I just realised, Kitty's not here."

Sage's eyes narrow and then looks at the glass tube. "Scorpion?"

"Must be but where..."

"That I might be able to help with," Sage interrupts. When I was examining him I found a microscopic transmitter implanted in the brain stem. It was so small our initial scans missed it."

"That's how he keeps finding them," Clark says as pieces fall into place.

"How he finds who?"

"I'll explain later. Can we use it find Scorpion?"

"Probably, assuming Forge is still with us," Sage calculates.

"He is," Clark confirms. He paces a little as he thinks. "Probably going to need to get some help though," he thinks out-loud.

Sage cocks her head, curious at what the young man is thinking. It is fascinating to watch him. Doubly so since even she must admit to being marvelled at the fact he is a real-life extraterrestrial.

"If you round up Forge and get to work on tracking Scorpion's signal I'll go get help," he decides.

"Help from whom?"

"Friends," Clark answers as he blurs off.

Sage blinks. Fascinating. Truly fascinating.

* * *

Clark blurs back up to the mansion and find Havok, regrouping the New Mutants. "Hey Alex."

"Clark. You missed the party," Alex tries to joke.

Clark smiles...thinly. He hates the fact he wasn't here. "You ok?" he asks, nodding at a lump on Alex's head.

"It hurts but I'll live. I've never seen anyone that agile. Not even Kurt. We couldn't touch him," he relays a summary of events.

If Scorpion has inherited Peter's agility Clark could believe that. "Where's your newest team member?" he asks in reference to Illyana.

Alex shrugs. "Said something about trouble in her realm and then vanished," he relays.

"Ah," Clark says in understanding. "Yeah. That...you'll have to put up with some of that I'm afraid. Illyana does rule over a Hell dimension. It can be unpredictable."

"And you recommended she join the team," Alex jokily gripes.

"There are reasons. Good ones...and I'll be happy to explain them when we have the time. Right now I need to borrow Bart."

"Yo!" Bart announces himself after hearing his name.

"I need a favour."

"Anything Big Guy," Bart says.

"I need you to run to Metropolis and pick up our mutual friend," Clark requests.

Bart's face falls slightly. "Dude, you know she hates when I do that. You on the other hand...still think she has a soft spot for ya."

"We may have had a moment but it passed us by I'm afraid," Clark says, yes with a small tinge of regret but with that one big secret he must keep from her it is what it is.

"Pity."

"Perhaps. I still need you to go get Andrea...unless you think you can carry Victor?"

"Ah no," Bart has to say. Picking up the guy half made of metal is a little more than he is capable of.

"Then chop, chop, Fastest Man Alive," Clark encourages him to get a going.

Bart gives him a salute and is off with a flash of golden lightning.

"Still don't understand the lightning," Alex mutters. He means he's seen other speedsters...Clark included and there's no flickers of lightning from them.

"Bart's cells have an odd energy in them which we assume is the source of his speed," Clark summarises what they know...which admittedly is not as much as anyone, Bart especially, would like.

"So why are you sending him off?" Alex wants to know.

"I'm going after Scorpion...and I have a feeling I'll need a team...and yes Alex, you and the New Mutants are perfectly capable but one; some of your team is hurt and two; with the other 2 teams away someone needs to stay here and protect the mansion. Sadly we seem to not be the most popular people in the world."

"Shocking that. After all this place has me!" Alex makes a joke of the anti-mutant hate they endure.

Clark smiles at that. "I need to go get Victor...but I promise when I get back I'll give a proper briefing and explain everything, ok?"

"Sure," Alex says and with that Clark is gone with his gust of wind.

* * *

 **Evil, Secret Cloning Lab...**

Well at least that is what one Peter Parker is calling it from now on. Right now his complete worry was on Kitty. "What are you doing to her?" he demands to know as he watches the Green Goblin restrain her on a table like him and Jessica.

"Just fitting one of those mutant power inhibitors," Green Goblin replies nonchalantly. "Only this one has been modified...with a high explosive. Just in case one of you two try and be clever," he warns them off trying anything. The mutant is added leverage over the two spiders.

"If you hurt her I'll kill you!" Peter promises.

"Ha-ha-ha-ha-ha!" Green Goblin chortles. "Oh Peter, if you had the strength for that sort of fun you'd have done it ages ago," he points out. He finishes his work and turns to face his nemesis. "Then again I understand your fury. You like this one don't you. Of course you do," he answers for Peter. "After all, ever since I found out who you were I've been keeping an eye on you. It's more than like. You love her, don't you Peter."

Peter's face screws up in fury at the idea this creep was spying on his private time with Kitty. He can see her strapped down, power inhibitor collar around her neck, her hand still hanging limply.

"Take it from me woman are nothing but trouble. Oh they're beautiful. They're all beautiful. My advice; get what you want from them and move on."

Peter, for once, will not dignify that nonsense with a response. Though it's funny. He's certain he's heard something like that before...but can't remember where. "What are you going to do with her?" he wants to know.

"Same thing I'm going to do to you," Green Goblin promises. "The team will be here shortly so...get comfortable," he advises.

"Bite me!" Jessica snaps.

Green Goblin sighs. "You raise them, feed them, clothe them, try to teach them right from wrong and what do you get in return; 'Bite me'. It breaks me right here," he faux tears up, tapping his fist over his heart.

"I wasn't aware you had anything right there," Peter says in scathing tones.

"Ha-ha-ha-ha-ha-ha!" Green Goblin chuckles in response.

Peter cannot tell you how much he hates that laugh.

"Oh that's worse than my alarm clock," a sleepy voice says.

All eyes turn to the brown haired mutant as she wakes up.

Kitty's eyes grow wide when she sees where she is...and who is present...and sees her boyfriend, strapped down, without his mask...and the other one...and their gruesome capture.

"Ah she's awake," Green Goblin says in delight.

Kitty tries to move and phase and gets nowhere.

"You'll find your powers suppressed my dear," Green Goblin informs her.

"Why are you doing this?" Kitty wonders.

"Oh as if I could explain the depths of my genius," he dismisses that.

"Depths of genius is not the phrase I would use," Peter says. "But you sure do know how to plunder the _depths,"_ he launches a scathing attack.

"Ha-ha-ha-ha-ha-ha!"

Yep. Peter truly, truly hates that laugh.

* * *

What no-one sees is what is happening in a secret room off the lab. Within this room is a circular tube filled with liquid and resting within the fluid is a red and black blob of something the consistency of tar. For a long time it has been growing, gathering strength...and more importantly of all desperately seeking the missing part of itself.

It's a symbiote. One the Green Goblin has been preparing for ages. When he made it he used a drop of blood he recovered from Spider-Man's last battle with Venom. And the source of that blood was close. So close now. The symbiote could sense its other half just beyond the door. It pressed itself up against the glass. It had to find a way out. It had to find the one it was made for and to join together with them.

When they were complete they would be unstoppable...and as the Goblin had engineered this symbiote to be even more vicious and violent than Venom had ever been...oh, the glorious carnage they would bring.

* * *

"So good to see you again my dear," Dr Miles Warren greets Jessica as he and his team arrive.

"Since I only escaped like 2 days ago you either have memory issues or some creepy stalker obsession with me," Jessica snaps off angrily.

"Yes. I see you're as mouthy as ever. We'll have to fix that," Dr Warren says with foreboding. He then turns to, what is essentially, her twin brother. "And at long last, Spider-Man," he says with much excitement at finally getting the chance to examine the fascinating specimen up close and personal.

"Oh great a fan," Peter grumps. "I tells ya some days it's like you can't even use a bathroom without one of you trying to bother me."

"Now I see where dear Jessica here inherited her personality."

"On that I would apologise…if, you know, I wasn't so wonderful and amazing," Peter faux boasts.

"Well we'll find out how true that is once my team has finished the repairs. Scorpion made such a mess during his tantrum."

"Well maybe you should have fixed that before you dressed him in a lethal, acid shooting suit," Peter suggests.

"All science is trial and error. It's learning from our mistakes that true greatness is born."

"And what ever happened to medical ethics?"

"What greater ethic can there be than making a discovery to elevate all of mankind?"

"Very well put, Doctor," the Green Goblin says in agreement.

"And lets us not forget our mutant guest," Dr Warren adds.

"Oh goodie. I hate to think I was being left out," Kitty rattles off her sarcastic tones. What a day. First her cold, then being abducted and now held in a creepy lab, about to be dissected along with her boyfriend...and his female clone she had learned who the other was. Oh, the years of therapy she is going to require.

Dr Warren stalks up to her and Peter flexes against his restraints on instinct. If they hurt her he swears…

"I've been dying to discover the secrets of your kind's genes, my dear," Dr Warren says, true delight at a chance to get to study a mutant in depth.

"You know you could have just sent a request to the mansion to meet Professor Xavier. He's actually a very accommodating and charming man," Kitty makes her suggestion.

"I'll make a note to do that," Dr Warren humours her.

"So tell me doc," Peter interrupts. "What is it that made you team up with gruesome here?"

"I work for Mr Osborn," Dr Warren replies. "I do what he tells me to do."

Huh. So that brings Peter back to the question of what the hell is the relationship between Norman and Gobby.

Warren starts laying out his equipment and tools. Lots of implements to extract blood and tissue.

Great, just great. Peter cannot imagine how this day can get any worse.

An alarm goes off. Just like before when Scorpion showed up. Typical Parker luck. Peter should just stop thinking full stop. Then perhaps the universe will stop trying to screw him over every opportunity it gets.

"What is that?" Dr Warren asks, concern flickering across his face.

Green Goblin moves back over to the security monitors trying to see what has tripped the alarms. He doesn't make it as a red/blue blur cuts him off, sending him flying over tables and smashing equipment.

The blur comes to a stop to reveal Superman...in a new suit since his last one was ruined. "Spidey...that's a new look. I'm afraid that strapped to the table look though clashes horribly with your costume," he jokes.

"Oh tell me about it," Peter grouses.

"Here. This would be an improvement I think," Superman says as he puts Peter's mask back on for him.

"How about fewer jokes, more getting us out of here!" Kitty wants.

Superman is away to do just that when he is stopped.

"Not so fast!" Green Goblin demands as he rises back to his feet.

"You can't stop me," Superman tells his green faced foe.

"You are powerful, Superman," Goblin concedes. "But you are still just one whilst I have a few friends."

The door to the lab is broken down as the Molten Twins, Shocker, Rhino and Barrage enter.

"1, 2, 3, 4, 5...Goblin makes 6. Ach, not another Sinister Six," Spider-Woman gripes. "Also didn't we leave at least 3 of those guys tied up?" she queries.

Superman snaps his fingers. "Oh darn it. While I can't explain Karnowsky I just realised we forgot to call the police on Bambi and Thumper."

"Bambi and Thumper," Spider-Man laughs at the mocking names for Rhino and Shocker.

At this point Warren is making a dash for it out of here. Also the mocking sets off Rhino's temper and he charges at the alien hero...only to find a powerful blow strike him from above, powerful enough to knock him down flat.

The figure responsible flips off and lands in a crouch. It is a woman...young woman wearing some kind of black mask over the upper part of her face with a black scarf tied on top of her head. She is wearing a long black coat with a red lining, fingerless black gloves and around her wrists studded leather bracelets. A red top, black leather pants and long black buckled-up boots complete the ensemble. Plus not to forget the symbol of a pair of wings, black on her top and red on her back.

Nightwing. Where she came from is hard to tell but blending into the darkness and striking from seemingly nowhere is sorta her thing.

Behind them the wall suddenly explodes inward as a hole is blasted through. Standing there a man half covered in grey armour, his right hand transformed into a sonic weapon. Cyborg.

Through the hole comes a blur of red with gold lightning, streaking around the entire room in seconds, untying everyone in seconds before stopping, dressed in his red hooded top with the golden lightning bolt across it. Impulse. He helps Spider-Woman down off her table, being cheesingly flirting as usual as he hands her back her mask.

"Give it a rest, Impulse," one cranky sounding voice tells him off as she swoops in, hair literally aflame, dressed in her red and orange outfit of boots, pants, top and long coat. Volcana.

And if you're wondering why she isn't in Japan with the rest of Generation X...well it turns out after the show she and Tarot went to on their date they decided to book a hotel room. Clark stopped his sister right there and then. He didn't need to know and certainly doesn't need those sort of images floating in his head.

Claire and Marie showed up just as Clark was explaining everything he knew, including the Green Goblin and the fact he has a team of super-villains helping him and of course Claire wanted to help. Despite her outward, bare toleration of Peter, in reality she thinks of him as her friend. Also Clark is really not that daft. Even he realised he wasn't going to just rush in on his own. Hence picking up his own team who also instantly agreed to help.

Once Forge and Cyborg had figured out how to pick up Scorpion's tracking signal it led them right here. Tarot stayed behind at the mansion being she is the most senior X-Men left at the minute, besides Sage.

So you have Superman, Impulse, Nightwing, Cyborg, Volcana, Shadowcat, Spider-Man and Spider-Woman on one team.

"You're not the only one with friends Gobby," Superman retorts.

"But I am the only one with one of these," he reports as he pulls out a small remote. "This controls the explosives in your little friend's collar. One push and...well have you ever tried to get brains out your clothes? Impossible."

Superman's eyes flash red. He had seen the collar. He hadn't known it was rigged with explosives.

"I believe what we have here is good old-fashioned stand-off," Green Goblin summarises it.

That would be true...except for one random element.

"SCREEECH!" comes the truly inhuman sound that catches everyone, hero and villain alike off guard.

All eyes turn and what they find is a vaguely humanoid...blob, red and black in colour, walking with an inhuman gait, its forms changing and shifting.

"Is that what I think it is?!" Spider-Woman cries, her eyes wide in terror, having all of Peter's memories of what she thinks that is.

"A symbiote," Spider-Man breathes...though it's not quite like any he's seen before.

It continues its walk...until it's 'eyes', for lack of a better term, fixate on one brown haired mutant. It screeches...or roars or something and then moves with shocking speed toward her, like a flowing tsunami of goo.

Superman blurs in its way...only for it to pass right through him. Phasing through his body. Which is, of course, how it got out in the first place.

"Kitty!" Spider-Man screams but its too late for anyone to do anything as the goop swallows her whole, muffling out her scream.

It undulates and shifts...and spits out the broken pieces of the power inhibitor collar. Then it starts to settle down, taking on the form of a second skin around Kitty's form.

Spider-Man moves toward his girlfriend, reaching out with a hand...when she spins round and rakes him across the chest with talon like fingers, cutting into his skin.

Everyone can only stare at the form...with large, bug-like eyes like Peter's mask and a row of hideous, sharp, pointed teeth in what passes for its mouth.

"Kitty?" Spider-Man says in utter shock.

The response he gets is his girlfriend's voice, twisted, echoing, laughing, like nails on a chalk board. "No. Not Kitty. Better than Kitty," she says, waggling one talon like finger at him. "Goblin told us. Told us we would bring death...destruction...chaos!" she cheers. "Would bring...glorious carnage! Yes. Yes. That is what we will call ourselves. No...not we. There is no Kitty. No symbiote. We are one and the same," she airs her thinking.

The new being then declares her name loud and clear, **"** **I am Carnage!"**

* * *

 _Author's Note: Seriously though what is it with Logan and Japan...apart from its cool to see him fight ninjas? Plus also it was a way to get the X-Men away and have a proto-Justice League moment instead. Make a note of Clark complaining about SHIELD's new upgraded weapons. That's going to feature more and more soon. It's been a slow burn for getting to this point but here it is. Poor Kitty taken over and Carnage is born. Thanks to everyone who wrote reviews. Next up; Clone Saga part 6 as Carnage makes her big debut on the stage._


	6. Chapter 6

Chapter 6

The newly christened Carnage raises her hands and fires the sharpened tips of them as lethal projectiles at everyone, letting loose a high pitched laugh as she does so.

Everyone has to dodge or if they're tough enough just let the projectiles shatter off them. One or two hit a mark, eliciting several curses from Volcana and Shocker moaning how his suit is ruined.

"Whose feeling the burn now, Volcana?!" Carnage throws the hit her way.

"You are you little..." Volcana is about to throw fire at the symbiotic creature but Peter gets in the way.

"No!" he shouts. "You'll hurt her," he warns.

"Thanks lover!" Carnage mocks him as a tendril erupts from the back of Carnage's hand, which sticks to the ceiling and she swings, using it like a webline. She sticks to the wall and fires two tendrils at the table she was strapped down to before yanking it hard and smashing it into the group of villains.

From there she acrobatically leaps through the air with all the grace and agility of any spider-themed hero. Mid-air her hand transforms into an axe-shape and she brings it down hard on a pipeline.

A gas pipeline.

"Anyone got a light?" she cackles. "No? Oh well when you want something done right do it yourself," she comments as she reshapes her other hand into a hard, flat shape. She strikes the axe against it and produces sparks.

"Hi ho Carnage away!" she cheers as she swings for the exit just as the flames erupt behind her.

Superman blurs in the way of the expanding flame, inhales deeply and blows. The flames succumb to his greater power and he blows them out. His head snaps round just to see Kitty exit through the hole in the wall.

"Kitty!" Spider-Man calls after her, his heart pounding in his chest. He makes a move to leave and then stops.

"Go," Superman tells him. He glances at the assorted villains. "We'll take care of them. Go get her," he assures his friend.

With a nod Spider-Man is sprinting after his possessed girlfriend...with Spider-Woman one step behind.

The heroes get ready as the villains regroup.

"Anyone care to surrender?" Superman asks them.

"There's only one way to answer that," Green Goblin cackles...just before he launches a pumpkin bomb at them...and away they go.

* * *

"Oh what a beautiful morning! Oh what a beautiful day! I've got a wonderful feelin that some Carnage is gonna happen today!" Carnage sings merrily as she swings through New York. She spots a place where she can have lots of fun. Someone having a party in their apartment. "It's time to, like, totally crash the party man!" she cackles with insane laughter.

She changes direction, aiming for the window. She smashes through it and lands on the floor.

Everyone stops for one moment just to stare at her.

"What?" she asks them. "Have I got something on my face?" she adds on as her hand reaches for it...and rips her face away, leaving behind a more twisted, grotesque version...if that's possible.

That is when the screaming starts.

Carnage cackles with amusement. "They're playing my song!"

When the running starts she creates sharpened daggers in her hands and flings them, piercing several of the party-goers in the legs. "Aw don't go yet!" she faux whines. "I haven't even gotten to the good stuff," she says as her mouth twists up into a horrific smile. She then fires more tendrils and starts to cocoon people in her own symbiote essence before hanging them upside down from the ceiling.

She manages to get several while the others flee. She jauntily saunters up to one guy and creates a dagger in her hand. "I'm curious," she says to him. "Have you ever wondered what it would feel like to be skinned alive?" she asks him.

His eyes go wide in terror and he screams...only it's muffled by the goo encasing him.

"You see I only ask because since I was only born, you know, like twenty minutes ago, I have all these questions any newborn life-form would have. What noise does a person make when they go 'splat!' when you drop them off a building? How much pain can someone endure before they literally die? If I squeeze your head hard enough will it pop like a zit? What sound does someone make as their skin is peeled off? And will it turn me on as much as I think it will?" She leans in, gruesome smile getting all the larger. "Lets find out," she decides, with much excitement in her voice.

And with that she makes the first incision.

* * *

Spider-Man and Spider-Woman follow the trail Carnage left behind, of small globs of goop from where her 'weblines' stuck to the buildings.

"We're going to find her," Spider-Woman assures her male counterpart.

"I know we are. That's not what's bothering me," Spider-Man says back, trying to keep the panic over what has happened to his love in check.

"What is?"

"'I am Carnage'," he says. "Not 'We are Carnage'. **I** ," he tries to emphasise the use of personal pronouns.

Spider-Woman blinks. "But that would imply..." she trails off before starting again. "That's impossible. It could not have bonded with her so completely, that fast right?" she asks, not able to believe the symbiote could have taken over so quickly.

"I don't know. This one...was different. Did you see with Supes?"

"It phased through him."

"Exactly like Kitty."

Spider-Woman's brow knits into a knot. How was that remotely possible?

It's then the two hears the screams.

"There!" Spider-Man shouts as he spots the broken window.

The two swing toward it, seeing Carnage cutting into a man she has tied up. Without thinking Spider-Man swings right in and kicks her away, before landing in a crouch. Spider-Woman lands behind him.

Carnage flips back to her feet. "Spidey! Lover!" she greets him. "I didn't know you liked it _rough,"_ she says in what would be sultry tones if it wasn't for the horrific distortion of her voice. "You should have said. I would have been more than happy to indulge you!" she claims as she leaps at the two spiders.

They dodge the first blow but Spider-Man gets caught with a kick to the gut, powerful enough to knock the breath from his lungs. Gah, he had forgotten just how strong a symbiote could be.

Spider-Woman's punch is caught and she is flipped over onto her back.

"A threesome? Kinky!" Carnage says as she lifts her foot to smash downward.

Spider-Woman rolls out the way as the foot smashes a hole through the floor.

"Are you sure you've not possessed the Black Cat there, Smiley?" Spider-Man asks her due to the innuendos.

"Baha-ha-ha-ha-ha," Carnage laughs. "Oh honey, you've no idea what I am capable of...but I assure you before this day is done you'll find out."

"Kitty I don't want to fight you," Spider-Man pleads with her.

"There is no Kitty! I am Carnage!" she yells in fury.

Spider-Woman fires a webline, catching Carnage on the ankle. She pulls hard, pulling the symbiotic being off her feet.

Spider-Man jumps atop of her trying to pin her down.

"Ooh, I love it when you're being all domineering!" Carnage coos.

Spider-Man manages to get a grip and throw Carnage into the wall. "Spider-Woman, now!" he yells as they both fire webbing at her, sticking her there.

"Hey, I never told you my safe word before we got into these sort of games!" Carnage complains.

Oh dear God, she was as bad as Felicia.

Carnage then laughs.

"What's so funny?" Spider-Woman wants to know.

"Well apart from all the fun possibilities of I can think of to do to my lover's female clone...ooh boy the possibilities!" she drools at the thought. "You both have completely overlooked one thing."

"Which is?"

"I'm a symbiotic mutant," she tells them...just moments before she phases herself free.

"Oh I forgot about that," Spider-Man mutters.

"Let me remind you!" Carnage roars as she runs, jumps and passes head first through the floor.

Spider-Man and Spider-Woman stand back to back, looking for her, their spider-senses blaring. Where is she?

Spider-sense flares up more. They jump just as a long blade stabs upward through the floor...over and over, chasing the two spiders around the room…until they do the obvious thing and jump on the ceiling.

They stare downward as the red and black symbiote phases back upward slowly.

"You know what, this is boring," Carnage decides. "There's a whole city out there. Millions of people ready to be ripened with fear right before I rip their hearts out...or maybe their lungs...ooh or their livers! Love that word. Say it with me. Liiivers! Maybe I'll eat one with some fava beans and a nice chianti," she cackles at her own joke...except of course she's not joking so it's a cackle of anticipation.

"Kitty, don't," Spider-Man pleads with her.

"Catch me if you can lover!" Carnage dares him as she makes a dash for the window.

"Dammit!" Spider-Man swears as he chases after her. "Stay and free those people!" he orders Spider-Woman as he follows his possessed girlfriend out the window.

Spider-Woman frowns under her mask. "Ok, then. I'll just do that. Like you're giving me a choice," she mutters unhappily as she leaps down and tries to rip apart the goop the people are held in. "Oh my God this is revolting," she complains. "And did you see that?" she queries. "He just ran off and left me. Look I may be an illegal science experiment but I have feelings too you know. You understand where I'm coming from right?" she asks the guy she has just freed who understandable looks at her utterly lost.

"Why do I bother?" Spider-Woman gripes to the cosmos.

* * *

 **Evil, secret Clone Lab...**

"You...are not going anywhere," Superman says with determination as he throws the Green Goblin across the lab. After all Gobby was the one with all the answers...especially the really important one right now. How to save Kitty.

"Ha-ha-ha-ha," Green Goblin laughs.

Though what he finds so amusing Clark can't say.

Goblin rolls across the floor and throws a few pumpkin bombs into the air which emit a smoke screen.

Superman blurs forward into the smoke...only to find no Goblin on the other side. "Neat trick," he compliments his opponent but it won't save him for long. This lab ain't that big and Clark has x-ray vision. Though with everyone else fighting in here there are a lot of distractions.

"I am going to squish you flat girly!" Rhino roars at a springy Nightwing. He had not forgotten she had knocked him down. He picks up a table and throws it at her.

Unlike Clark, Andrea is not one for banter. Prefers to focus her energies on the important stuff...like staying alive against this behemoth. She kicks the table apart...only to find Rhino had used it as a distraction as he plough into her, thankfully shoulder and not horn first. The air is forced out her lungs...and then she is forced out the building...through the wall. No doubt about this. She's gonna be feelin this in the morning.

Cyborg finds himself facing off against the armour-glad form of Barrage. "Nice armour," he compliments the man as his cybernetic eye scans it.

"Same to you," Barrage says back.

A half-smile comes to Cyborg's lips. For him it is more than just simple armour. Underneath it and the synthetic flesh he is as much machine as man. His right hand reconfigures into his sonic canon...and the two stare each other down, Old West style, preparing to see who can draw the quickest.

You wouldn't know there was a fight going on all around them as they are focussed on the here and now.

It's the first twitch...and they shoot hitting each other dead on and sending each flying backward.

Barrage flies past Shocker...who finds himself facing off against the kid in the hoodie. This is practically insulting for a villain of his stature. Fighting kids.

Impulse shoots off in a blur of golden lightning only to bounce off an invisible field.

"Nice try kid...but I can generate a sound barrier all around me. Speed gets you nowhere if you can't touch me," Shocker advises...before blasting away at Impulse...who finds himself flying backward, banging into some cabinets...and getting a sore head. Lucky he heals fast.

He's up in a blur and dodging the next blast but that doesn't solve his issue of how to get through that barrier as another bump off it illustrates clearly. "Dude this is so unfair," he gripes.

Shocker grins. "Life is unfair kid. Now hold still and this will only hurt for a second," he promises.

"As if," Impulse retorts as he dodges and weaves and stops next to Superman. "Little help?"

"5.3 miles," Superman says cryptically.

"Huh?"

"The distance you need to reach supersonic speed."

Under his shades Impulse's eyes go wide. Of course. The barrier is made of sound but sound has a speed limit. Bart just needs enough distance to get up to that speed. He nods and is off like a shot, leaving Superman back to his task of finding Gobby.

That leaves Volcana facing off against the Molten Twins. Not her most dangerous fight ever considering she's fireproof and all...but as she flies around, dodging their attacks she's starting to figure things out.

"Hold still!" Molten Man shouts in frustration.

To everyone's surprise Volcana replies with a, "Sure," and then lands, folds her arms across her chest and smirks.

Molten Women blinks...but her brother doesn't hesitate and blasts the red-haired girl.

The flames pass over her...and then she seems to absorb them. When it clears Volcana's smirk gets bigger.

"What?!" Molten Man roars.

"See the thing is, dickhead, you can generate the fire, sure but you clearly can't control it," she has reasoned out from the fight. They can send simple blasts her way but once they leave their hands all control ceases. "You're not a true pyrokinetic...whereas I am," Volcana explains it to them. She then reaches out with her hands...reaches out to the fire within her two foes and tries to claim dominion over it. The strain shows on her face. This is not easy...but eventually she gets the control she seeks...and using the fire flowing through their bodies she gets them to do the following.

That would be punch each other in the face.

Mark, being stronger, knocks Liz down flat while he staggers back a few paces...which gives Volcana all the time she needs to run in and deliver a spinning kick to his face, knocking him to the floor.

Volcana stands over him and cocks her head.

Mark glares at her and fumes. "You! I'll..." whatever threat he was about to make is strangled off as his fire is suddenly ripped away from his body. It streams upward into Volcana's form, making her glow bright with fire and heat. The sudden shock to his system makes him scream in pain before it overwhelms his system and he passes out.

"I guess Marie is right. I am hot stuff," Volcana jokes. "Though right now I need to lose the excess heat," she realises. She rises into the air. She needs to get out and expel the extra fire.

"When you're out there help Nightwing!" Superman shouts at her as she flies off.

Volcana gives her brother a nod as she exits through the hole in the exterior nod.

Just as she exits a blur of red and gold returns, the echoing of a sonic boom in his wake. He heads right for Shocker and passes through the field easily, his right fist connecting with the villain's face sending the man spinning through the air until he hits the wall with a crack.

Impulse skids to a halt, leaving burn marks on the floor. The guy's lucky he pulled his punch. At that speed he could have easily broken bone.

Superman, himself, is more focussed on...click, click...BANG!...an exploding pumpkin bomb going off in his face.

He is well aware that is only a distraction...but it can be kinda of an effective one. For a few moments the smoke, fire and noise can blind him.

"Ha-ha-ha-ha-ha!" is that awful laugh.

"Dude he's making a run for it!" Impulse warns him.

Superman blinks his eyes clear to find Goblin hopping onto his glider which has appeared outside the wall in the hole. You know, he is starting to think making that hole was a bad idea...well of course they are only responsible for one of the two holes.

Superman sighs. "Impulse, stay here, do a recon, find the two missing girls will ya?" he requests.

"Can do," Impulse says with a salute.

Superman nods and blurs after Goblin. There is no way the villain can outfly him. He is soon in the air chasing down the glider.

Goblin glances behind him at the flying alien chasing him down. Today may not have gone as planned but there's always another day. Always another plan. Always another way to get to Spider-Man. Especially since he knows who the arachnid is. But first he has to lose the alien pest chasing him. Luckily all heroes have the same insidious weakness.

Compassion.

With a cackling laugh he fires off 2 missiles at the street, and consequently the people, below.

Seeing this Superman accelerates downward in pursuit. ' _Come on, come on,'_ he thinks to himself as he drives his body to move faster. He lands in the street, hard, cracking the surface...just as he catches both missiles, one in each hand, allowing a moment for the projectiles to burn through their propellants.

At the same time Green Goblin is trying to escape. Superman's eyes glow bright red at the retreating figure. He is not getting away. He is the only one who can help Kitty. The fire erupts from Superman's eyes in a narrow, precise beam striking the thrusters of the glider. He watches it as it plummets from the sky.

Superman bends his knees and propels himself off the ground toward where the Goblin went down. He finds the green faced goon in a heap on the ground. "You know people, for some bizarre reason, always forget the heat vision," he mentions as he floats above the villain because it's, by far, not the first time his heat vision has gotten him out of trouble because it has been forgotten about. He tosses down the two missiles. "I think you lost these," he adds on.

All he gets in response is a pained groan.

Superman lands beside the man and yanks him up by the collar till his feet are off the ground. "Now just who are you?!" he wants to know as he yanks off the mask...and his eyes go wide. In an uncharacteristic moment of cursing he says, "You have got to be fucking kidding me!"

* * *

Back with Spider-Man he is hard in pursuit of his possessed girlfriend...who is singing badly off key.

"Show me the way to go home! I'm tired and I want to go to bed! I had a little drink about an hour ago and it went right to my head! Wherever I may roam, whoever I make scream you'll always find me singing this song..."

"We're gonna need a bigger Spider-Man," he mutters in response because that song is from Jaws. He hates what that implies about what she is thinking. He also spots a chance to get her. She's not as good as webslinging as he is. He manages to get in close and kick her off, mentally apologising as he does so. He watches her crash through one of those old wooden water towers atop a building, sending the water cascading down. He lands on the rooftop...and finds no sign of her. "Kitty. Here Kitty, Kitty," he calls out to her.

Spider-Man walks cautiously around. Where could she have…

Spider-sense!

His head snaps round as half a dozen of those sharpened daggers come flying at him. He flips backward, contorting his body to dodge each one as he goes. Mid-air on the last flip he finds a powerful blow hit his side sending him smashing into the wall of the roof-top stairwell.

"Oof," is the sound he makes as he crashes down. He rolls on his back...just as Carnage comes to land atop him, straddling him.

"Now this is kinda familiar," Carnage cackles.

"Kitty," Spider-Man tries to reach her, only to a find a talon like finger silencing him.

"Shh, honey," Carnage tells him.

Spider-Man then watches as the mask retreats away, revealing Kitty's face underneath...with thick red and black tendrils remaining attached at the side. Her eyes...there's this insane, mad glint in the usual soft and loving brown. He feels her roll his mask up and then her mouth engulfs his aggressively. And despite it all, what has happened to her, he kisses her back as desperately as he can, hoping to reach her under all this. She still feels the same, tastes the same. It is still Kitty. He knows she's in there.

"Petey," she breathes softly as the kiss ends...and it it her voice. Soft and gentle. He looks at her and her gaze is equally soft and gentle...but only for a second before this mad glint reasserts control.

As much as Peter hates it he has to act...and he does so flipping her over his head and reversing their positions.

Carnage cackles. "Ooh, if you liked it rough you could have just asked you know."

"Stop this!" he demands of her.

"Stop what? Being myself?" she mocks him with the rhetorical questions. A mass of tentacles erupt from her chest and engulf Peter, shoving him away.

By the time Spider-Man is back on his feet, Carnage is back on hers...though her face is still showing. They pace around each other.

"You know I remember everything you told me about being attached to the symbiote but I could never quite understand...until now. On an aside, fun fact; I was created from the original, which makes old Venom me dad...but like all children I am far superior to the old man."

Under his mask Peter's frowns. "What do you understand?" he asks her.

"The power!" Carnage declares gleefully, raising her hand and clenching it into a fist. "Also how you were a fool to give it up….but since it's you and I love you I'll give you a 2nd chance. Join me," she offers him.

Spider-Man shakes his head. "Kitty, I understand how easy it can be to give in to it. How good it feels but it will destroy you. Everything you are, everything that makes you the loving, special person you are will be consumed."

Carnage rolls her eyes. "Blah, blah, blah," she mocks him. "Everything Katherine Anne Pryde use to be is already part of me," she argues. "Everything you love about her is part of me...only better than ever before!"

"You need to fight this," Spider-Man pleads with her.

"Uh, like why?" she asks in that Valley Girl accent. "This is everything Kitty Pryde wanted. To have the power to stand at your side. Ever since the battle with War she's been secretly working on practising with her powers. On reversing them. To increase her density and strength without the drain."

What was she doing?! She never told him that. "You never needed to do that, Kitty. I loved you just the way you were. You were already perfect."

"Now I'm better than perfect and my offer is still open. Join me."

"Even if I was to consider it the other symbiote is destroyed," he points out.

Carnage scoffs. "You know for someone so bright you really are stupid," she insults him.

"Enlighten me," he extends the offer.

Carnage smirks. "Think about it, Petey. Of all the symbiote hosts before they all had one thing in common. They were men. The symbiote has never bonded with a woman before. It never had access before to the one thing women have that men don't."

"Which is?"

"A woman's reproductive system. All those millions of eggs waiting. All those seeds of life."

She can't mean what he thinks she means.

Her smirk gets bigger. "I can't see your face but I know you're figuring it out. That's right. I can spawn more symbiotes. Millions of them. I can whip you up one no bother. Just think about it. You, me and millions of our children with billions of potential hosts available."

Normally Peter would make a crack over just how crazy that is but he can't quite bring himself to call Kitty that. Especially when it's not her fault. It's that damn symbiote. He has got to get it off...but that means capturing her as it has been his aim since the beginning of this drama. "Yeah...sorry but I'm going to have to refuse. Your genocidal tendencies are kinda off-putting."

Carnage laughs. "Oh really? I thought they were my most attractive feature. After all what are all these people? Merely bags of meat, waiting for our children to elevate them."

Peter's sorry but to hear his precious Kitty say such things...gives him cold shudders right up his spine.

"You know what I'm in such a good mood, being that this is my literal _birth_ -day, I'll leave my offer to join me an open one. In the meantime I have... _Carnage_ to unleash. Toodle sweetums!" she waves him off with blowing him a kiss before her face vanishes behind the maul and she makes a dash for it again.

"Dammit!" Spider-Man yells as the chase resumes through the city.

* * *

 _Author's Note: Yeah, so I was just going for utter lunacy on the part of Carnage here. And Clark has seen, finally, who is behind that gruesome green mask. Thanks to everyone who wrote reviews. Next up; Clone Saga part 7_


	7. Chapter 7

Chapter 7

 **Evil, Secret Clone Lab...**

When Superman got back to the lab he found that Rhino had gone, deciding this wasn't worth it after he saw Green Goblin fleeing on his glider. Considering that jail barely seems to hold the grey giant very long anyway it hardly makes a difference. There will be another day. That meant Volcana and Nightwing had been able to help Cyborg put Barrage down. The villains were now all tied up and would be dealt with later.

Right now Superman was dealing with the other matter. Gwen and MJ. Impulse had found the room they were being held in easily enough but couldn't get through the door. That would be why the alien teen was ripping it away with his superstrength. "You ladies alright?" he asks as he chucks the door away, his super-eyes looking them over.

The two girls nod a little unsure. After all he was an actual alien. A damn attractive one to be sure but still. While MJ had once been saved by him from some muggers she hadn't know what he was back then. For the 1st time since it was revealed Superman was an alien they are in his presence. How is one suppose to react exactly?

"Come with me," he requests of them, his voice gentle and reassuring yet conveying the immense strength he possesses.

Gwen and MJ stand and follow him, walking past other sealed doors, banging from within.

"Ignore them," Superman advises. "They can't escape," he informs them...and he refers to the other clones. They were securely locked up for now and he planned to leave it that way till they decide what they need to do with them.

"Do..." MJ starts and then stops.

"Yes, Ms Watson?" Superman asks her to continue.

"Do you know why they took us?"

Clark doesn't know how much they know. Specifically how much they know about Peter. "I have a guess or two but this is not the time for answers. One of my friends is in trouble and I need to help her."

Gwen and MJ share a look. He knows more than he is saying. Of course the real person they need to look for, for answers is Peter. The two girls follow him back to the main lab which is wrecked. He guides them to a place to sit and asks they stay here for now which does seem like the best idea for the minute.

Superman leaves them for a room off the lab where the unmasked Green Goblin is facing interrogation from the duo of Nightwing and Volcana from his position tied to a chair.

Upon seeing her brother Volcana leaves to update him.

"How's it going?" he asks.

Volcana snorts. "He is a crazy loon," she gives her opinion. "He talks about Norman Osborn in the 3rd person."

"Sounds like a dissociative personality disorder," Superman surmises.

"Huh?"

"Split personality," he clarifies.

"Yeah well, just what the fuck?! How does Norman Osborn, mega rich mogul become this fucker?"

"He not explained?"

"He's not explained anything."

Superman shakes his head and marches into the room. "Alright Osborn, enough games. Tell me about the symbiote," he wants to know.

"Ooh sorry, Normie's not here at the moment but leave a message and I'll pass it on," he says with an utterly insane grin.

"This is not a game!" Superman fumes.

"Oh but it is," Green Goblin corrects him. "The greatest game of all. The infinite possibilities of life."

"That...thing has my friend. Tell me about it."

"Sure, I'll tell you all about how proud a father can be of his child."

"It's not your child," Nightwing points out.

"I gave it life. It exists solely because of me so I do believe that makes it my little chip off the old block," Green Goblin claims.

"Just like the clones, eh?" Superman assumes what Osborn will think.

"Exactly. Now you're getting it."

"Tell me how to remove it," Superman jumps to.

"How would I know?" Green Goblin plays innocent,.

"Because I know people like you. You need to always be in control. Just in case it ever turned against you, you would create a fail-safe."

"He's right," Nightwing says in agreement. She's had plenty experience herself of psychos like this. They always need to be in complete control. "What's the fail-safe?"

"Search me," Green Goblin goads them.

Nightwing cracks her knuckles. "If you insist," he says with relish before Superman stops her with a hand on her shoulder.

"Osborn...Norman," Superman addresses him. "I remember a speech you made about why you became an inventor. About your desire to make the world better for your son, for everyone's sons. Tell me, how does any of this make the world better for Harry?"

"Harry?" Goblin queries...and you can hear a struggle in his voice.

Seeing he's hit on something Superman continues. "That's right, Harry. What do you think Carnage will do to your son, Norman? She's out there, out-with any control. Help me stop her. Help me make the world better for your son. Show him what sort of man you really are."

The struggle plays out on Norman's face between his two sides. Unfortunately the bad half wins. "Nice try Superman but the only one who makes Norman's life better is me!" he proclaims with an insane grin.

Superman's face falls. He really hoped that would work. The other choice...well to choose that way only goes to show he is not the hero he should be.

* * *

 **Somewhere in New York...**

You know, once upon a time, you could drive through New York and maybe worry about, at the most, being car-jacked. These days you can never tell what sort of freak will fall out of the sky.

In this case waiting at the lights gets you this freaky chick thing in red and black who slices open your roof with an axe...made from her hand.

Carnage rips the metal back and the family within scream in terror. Music to her ears. "You think it's over just because I'm dead. It's not over. The games have just begun," she quotes from a certain horror movie as her fingers belong elongated daggers...which shoot outward missing everyone...just. It's so much more fun when she brings them to utter terror before she starts the actual slicing.

A webline snags her back and she is yanked away to land in the middle of the road as Spider-Man comes to a rest atop the traffic lights.

"You know that movie series was played out by that one," he points out to her.

"Ha. Shows what you know. I was planning on using it as my inspiration for my future reign of terror!" she declares loudly.

"Who says 'Reign of Terror', seriously? Now I know you're not Kitty. She's not that cliched."

"Everything I know I learned from you."

"Oh, ouch," he pretends hurt.

"We'll get to the pain part later, sweetie," Carnage vows.

"I'm not really into that."

"How do you know until you try?"

Spider-Man scratches his head. "Well there you got me, I'll admit."

"Then lets try!" Carnage cackles merrily as he fires off more of those daggers at him. He leaps over them and lands a flying kick on her chest, sending her flying back. She uses the momentum and flips backward before landing on the nearest building and climbing up.

Spider-Man chases after her.

"You know you're really starting to damage my calm, dude," she calls down to him.

"Well that's Joss Whedon rolling in his grave...if you know, he was dead...which he ain't. He still has many, many years and many, many shiny moves to make yet."

Carnage chuckles. "How about 'Lets be bad guys'? Now that some gooood advising."

Spider-Man shakes his head as she disappears over the ledge onto the rooftop. He soon gets there himself and flips over it. Now where did she go?

She's vanished again. Only this time he is not letting her get the drop on him. "Marco," he calls out. Nope. Nothing.

Spider-Man walks across the roof, behind one of those giant billboards that sits atop it. "Marco," he calls out again.

"Polo!" the distorted tones respond as his spider-sense goes off, allowing to just barely duck out the way as a kick flies over his head. Unfortunately he doesn't dodge the punch that follows, connecting with his jaw.

Spider-Man dodges and flips his way onto the billboard only to find Carnage pursuing him.

"Only one way to win Cat and Mouse, honey. Don't be the mouse," Carnage relays some advice as she turns into the one on the attack. "Hmm, you know I think a mouse would be pretty tasty right now," she remarks as she licks her lips with a huge, slobbery tongue.

"Ugh, not if you ever want smoochies again," Spider-Man tells her as he dodges her attacks, which consist of right now this flat, axe like blade. Her miss-hits sever some of the metal bracing that holds the sign up. The whole thing creaks as a response.

"Then maybe I'll just have to _eat_ you up," Carnage promises with all the necessary suggestiveness as she attacks again only for Spider-Man to avoid her but she slices away more of the metal bracing.

Spider-Man leaps over an attempted kick, grabs her shoulders and throws her down off the sign onto the rooftop a lot harder than he would care to but he has to stop her before she does something she can't live with.

"Ooh," Carnage coos as she gets back to her feet, a little shakily. "I really do think we need to work on that safe word," she says, a little out of it.

Spider-Man lands on the rooftop. "Care to give up?" he asks her.

"Nah," Carnage says with a shake of her head. "That's no fun."

"Suit yourself, Spider-Man says with an odd new confidence. He fires off two weblines which miss on either side of Carnage.

"Your aims off honey!" Carnage cackles.

"Is it?" Spider-Man asks flatly as he yanks hard. There is a creaking sound as the damaged billboard sign snaps from where Carnage herself sliced into it.

The symbiotic being spins round just in time to see it fall down atop of her, with no time to phase out the way.

Peter hated to do it and hated watching as the sign falls on his girlfriend and pins her down. As soon as it's over he rushes over to check on her. "Kitty!" he calls out as he, with a grunt of effort and strain lifts the sign clear of her. He bends down...and watches the symbiote shift and change until it is just Kitty back in her pyjamas, seemingly unconscious. He checks her pulse and finds it steady and strong. He lets out a breath of relief. He's also not taking any chance as he webs her up and flings her over his shoulder. All he can hope now is that they can find a way to remove the symbiote...preferably before she wakes up. With her phasing powers it's kinda difficult to hold her for very long.

* * *

 **Empire State University…**

Jean Grey will always love her friends and always think of the Institute as a home but since starting her studies and moving in with her friend Taryn into the student residence she has to admit it is simply nice to not have to deal with everything they face as mutants every day. Heck she and Taryn had even made new friends from across the hall. Autumn and Carrie were there names and they didn't mind the fact Jean was a mutant. In fact Autumn seemed to find the whole thing exciting. She had that sort of personality.

The 4 of them were just hanging out tonight in Jean and Taryn's room...when there is a knock on the window.

All 4 turns their heads, momentarily puzzled since they are on the 3rd floor.

"Guh!" Autumn exclaims upon seeing who it...floating outside the window.

Superman. He waves.

Jean frowns as she rises to her feet and walks over, sliding the window open.

"Hi," Superman greets her.

"Hi," Jean says back, baffled as to why he is here.

"I'm sorry to bother you but I need your help," Superman explains his presence.

"Superman," Jean says with a sigh.

"Kitty's in trouble," he jumps right to it.

It's instantaneous. The transformation. Upon learning her friend is in trouble Jean becomes all business. "Let me grab my coat," she tells him as she walks over with purpose to retrieve it.

"Hi Taryn!" Superman greets her, trying to fill in the awkwardness.

"Superman," Taryn returns the greeting, heat flushing her cheeks because even though she has met him before there is just something about being this close to him. "Oh...these are friends of ours Carrie and Autumn," she does some introductions.

"Ladies. Pleasure to meet you," Superman greets them cordially.

Both Autumn and Carrie squeak in high-pitched tones.

Jean rolls her eyes as she walks back past them. If only they knew how irritating Clark really is, they would never react like that. She climbs out the window, using her own telekinetic powers to float in the air beside Superman. "You, tell me everything," she orders.

"Geez Jubilee is right; you are so bossy," Superman mutters.

"What was that?!"

"Nothing."

* * *

 **Evil, Secret Clone Lab…**

"You caught her," Superman remarks as he and Jean arrive back at the lab just in time to bump into Spider-Man and Kitty.

"Yep...but we need to hurry and get the symbiote off of her. My webbing won't hold her once she's awake," Spider-Man informs them with urgency.

Jean look at her friend with deep concern...reaching out with her mind before retracting immediately back with a shudder.

"Jean?" Superman queries at her behaviour.

"I touched her mind. It's...horrible," she has to describe it with yet another shudder. Just the few images she skimmed...going to give her nightmares for weeks. "What is that thing?" she has to ask about the symbiote.

"That's why you're here. To find out," Superman reminds her of what they discussed on the way over.

"Right, right. Take me to him," Jean gets back to business.

"Him, who?" Spider-Man wonders.

"I caught the Goblin...and unmasked him," Superman answers. "You better brace yourself for this," he advises.

Spider-Man isn't sure what his buddy means until after he has placed Kitty down and come face to face with the unmasked Goblin, still being guarded over by Nightwing. "Norman Osborn?!" he exclaims in disbelief. WTF?!

The man cackles...the Goblin's cackle clearing up it truly is Peter's nemesis. "Hello Petey," he greets him. "Guess all the secrets are out now."

"Not quite," Superman says flatly. "Jean. He's all yours."

Jean steps forward and bends down so she is eye to eye with the deranged businessman. Her green eyes narrow.

"And what are you suppose to be doing my dear-ack!" he chokes suddenly as Jean's eyes flare with golden psychic power.

" _ **Tell me about the symbiote,"**_ she commands, her voice echoing with power both verbally and telepathically. **_"Tell me!"_** she repeats her command with more force as he tries to resist her mental probe.

The Goblin groans as he tries to resist but Jean won't relent. She'll help her friend no matter what she has to do. She breaks in and images flood her mind before she, literally staggers back, being caught in Superman's arms, rubbing her head. She exits the room with Superman and Spider-Man following in her wake.

"You ok?" Superman asks.

"I'll be fine," Jean replies. "His mind...let me tell you, not fun," she describes very mildly how much of a mess it is.

"What did you see?" Spider-Man is eager to know.

"He made it for her," Jean answers.

"Huh?"

"The symbiote. Carnage. He used a sample of her blood and mixed it into the symbiote's genetic code as he was altering it. Changing it to be even more aggressive and violent then Venom ever was."

"That explains how it phased through me. It has her powers," Superman works out what happened previously. "But how did he get Kitty's blood?" he wants to know.

"I saw...a church? The ruins of one anyhow," Jean relays the broken images she managed to get.

Peter thinks. "That sounds like the place where I last fought Venom. When he kidnapped Kitty and her parents and Aunt May."

"Kitty was hurt as I recall," Superman says.

"She was," Spider-Man confirms.

"He scrapped the blood off the ground," Jean relays an image she can see in her mind.

"Son of a bitch!" Spider-Man swears in an outburst, something he rarely does but he is just so pissed off on this occasion. So pissed off he actually puts his fist into the wall.

"Who is?" is asked by the reappearing Spider-Woman, her head appearing through the hole in the wall from where she is stuck to the wall, upside down.

"Go have a look," Spider-Man tells her, pointing in the direction of the room where the Goblin is.

Under her mask Spider-Woman frowns in puzzlement. She drops to the ground and lands gently before walking right to where her male counterpart pointed.

"Wait for it," Spider-Man murmurs.

"Holy £$%&!"

"There we go."

Spider-Woman storms past them, her whole posture, clenched fists, showing how angry she is.

"Where are you going?!" Superman calls out after her.

"To hit something, repeatedly before I do so to his face!" she yells back.

"That went well," Jean murmurs, running her hand through her long red hair.

"Welcome to my world," Superman says sarcastically.

"Sop stealing my lines," Spider-Man scolds him.

Superman manages a tiny smirk. "Yeah well, your world will soon involve what you're going to tell Gwen and Mary Jane about all this."

"Oh god," Spider-Man moans, face-palming himself. "Are they alright?" he asks about them, having momentarily forgotten about them due to his focus on his girlfriend.

"They're fine. Impulse is keeping an eye on them...and probably flirting with them. Better not mention that to Jubilee. And your other clones are safely locked up in their rooms/cells for the moment."

"That's something at least," Spider-Man will concede. His other clones running around right now is the last thing any of them need. "But back to Kitty, what do we do?"

"Well you know more about these symbiotes than I do," Superman points out.

"Don't remind me," Spider-Man begs, not needing to remember any of it.

"But if it was made from Kitty's DNA then...how bonded to her is it by now?"

"For me it took weeks but that was because it was a prototype and had never been bonded to anything before."

"What does it do to you?" Jean wonders.

"Many things but the important part right now is that it takes you over eventually. Your cells and its bond so completely they can never be taken apart again. You stop being two different entities and become one. I was probably only days away...hours away possibly from that by the time I got it off."

"And this was made for Kitty," Jean murmurs fearfully for her friend.

"We probably have very little time left," Superman supposes.

"Then I need to go back in his head and find out how to remove it," Jean determines as she turns round and strides back into the room with the Goblin. "Tell me how to remove the symbiote from my friend," she orders him. "You know I can get what I need to know another way," she warns him.

"Ha-ha-ha. Now what sane man refuses having a beautiful woman in his head?" the Green Goblin cackles with his usual level of insanity.

"You don't get to use the word sane in a sentence," Spider-Man tells him, trying to ignore the burning questions in his own mind. Like how the hell does he tell Harry who his father really is. More important; save Kitty first.

"Fine," Jean spits out annoyed. She doesn't want to do this but here she goes. Come on, come on where is it. Where's… "Got it!" she announces. "There's a hidden safe and inside is something he calls a genetic purifier. That should purify Kitty's own genetic code from the corruption of the symbiote...but it'll only work for as long as they are two distinct lifeforms...and why are you so easily telling me this?" she suddenly asks the Goblin.

Superman, Spider-Man and Nightwing stare at the man hard. If he's just giving in…

"What are you up to?" Spider-Man asks. The Goblin he knows would never just give up.

"What does it matter?" Green Goblin asks back. "You have no choice and no time if you wish to save your little girlfriend," he says in mocking tones.

"Where's this safe?" Superman asks. "I'll get it," he volunteers. If it's rigged or booby trapped in some way it's clearly better he do it.

"Office, one floor up, you can't miss it," Green Goblin answers far too readily.

Superman's eyes narrow. This is so a set-up but what kind he can't tell. Also he has no choice if he wants to save Kitty. Osborn spoke the truth there. He turns and moves in a blur to the upper floor, to this office. Using his x-ray vision he finds the safe hidden behind a painting. He doesn't see anything else untoward so far...except...the safe is lead-lined. He can't see inside. He blows out a breath as he moves the painting. There's nothing for it, of course but to just rip it open.

Which he does.

Nope. Nothing.

Clark's not buying it but he grabs the vials of what he guesses is the genetic purifier.

Still nothing.

This is too easy.

And you should never, ever think that by the way.

Because that is when the alarm sounds and the building goes into some sort of lock-down with heavy metal doors and shutters on the outside sealing it up.

"Dammit," Superman curses as he blurs back downstairs...only to find, on his way, the 3 cells holding Spidey's 3 clones...well they're open. The words 'set-up' and 'duped' are coming to mind. By the time he gets back to the main lab the battle is on between Kaine, Tarantula, Scorpion and Volcana, Impulse, Cyborg along with Spider-Man and Spider-Woman.

"Now this is my sort of party!"

Superman turns his head to the left only to find a fist meeting his chin...powerful enough to send him flying until he lands on his back, amongst the ruins of a lab bench...that he just ruined. He shakes his head to find the blow came from...you guessed it; Carnage. She was loose.

Clark hasn't felt Kitty hit him that hard since he was War and they were battling at the pyramid in China...and then she was using one of those genetic enhancers which upped her powers. He can guess that the symbiote can do the same thing. Just terrific. He rises to his feet. "Don't suppose you want to do this the easy way," he offers.

Carnage cackles in a high-pitched tone that makes your skin crawl. A laugh of high amusement. "You know I've been long wanting a rematch for China, bub," she says in a surprisingly good Wolverine impression, even going as far as producing 3 claws from her knuckles.

"No. You really don't," Superman warns her off. No-one, most of all him, wants to relive China. A slightly haunted look passes over his eyes for a moment as the memories surge up before he can stamp them back down. "I can help you Kitty, if you'll let me," he tries to reach her. "I know what it feels like to have everything you are twisted around."

"Oh you and Petey are such a pair," Carnage complains about the two of them with an eye-roll. "Kitty's gone. There is only Carnage!" she yells as she leaps at him.

Superman moves to stop her only for his hand...and arm and well all of him to go right through her.

Carnage cackles as she steps to the side, grabs said arm and throws Superman across the room, using his own momentum against him.

Calling this one of _those_ days doesn't even begin to cover it.

* * *

Meanwhile, with the distraction of the fight, no-one sees Osborn slipping his bonds...not until he's already loose and shoved Jean across the room into the wall before he physically picks Nightwing up. "Never turn your back on a Goblin my dear. He's liable to stab you in it!" he cackles insanely...though technically he doesn't have a knife to stab her with right now so he'll settle for getting her out the way as he makes his escape. Like he thought when he tried to earlier, it's time to live and fight for another day. After all he knows who Spider-Man is. He has all the time in the world to plot and plan. He throws Nightwing away before trying to make an exit...only to find someone kicking him hard in the side knocking him down.

" **You** are not going anywhere!" an angry voice spits out at him.

Goblin looks up. Spider-Woman. "Ah my rebellious daughter," he remarks.

That only makes her madder. "I'm **not** your daughter!" she practically screams it in her fury before leaping at him. God she hates him so much. All the lies, all the deceptions, from the moment she woke up he was playing her, using her. He's gonna pay!

She swings and misses.

"Come now. You can do better than that," Green Goblin taunts her, goads her. "You are, after all, one of my finest creations," he calls her.

That simply infuriates her more. "I'll kill you," she says and for a moment she might actually mean it.

"You'll try," he retorts, making her even madder than before, which is exactly his intent.

"Argh!" she screams in her fury, charging in...totally leaving her exposed to a knee to her gut, followed by a punch downward across her face, knocking her to her knees.

"So disappointing," Green Goblin comments, with a sad shake of his head, at the state she is in. "All that effort to train you and you're beat in two moves. Oh where did I go wrong?!" he laments, lifting his leg to kick her...only for a webline to snag it.

"How about starting with the day you were born and working from there," Spider-Man says as he yanks hard, sending the Goblin down to the floor face first. He leaps over and helps his female clone back to her feet.

"I didn't ask for your help!" she spits out angrily.

"Well what kind of hero would I be if I didn't look out for my family, no matter how they came to be."

Jessica blinks under her mask and looks at him twice. Family? He thinks of her as family? That makes her feel all warm and fuzzy inside actually. "Together?" she proposes, holding her hand up.

He takes her hand in his. "Together," he confirms and together they throw a punch at the rising to his feet Green Goblin.

* * *

While everyone else is busy trying to subdue the clones(trying be the operative word here so far) Superman is still trying to deal with the tricky foe that is Carnage...and especially her phasing power which makes her the most tricky of opponents. Luckily Clark studies. Kitty phases by altering her density...effectively changing the speed at which her molecules vibrate. However, get those molecules cold enough and the vibrations slow to a near crawl Essentially cold inhibits her phasing ability. Normally he wouldn't use his freeze breath at these sort of temperatures on anyone living but this is hardly normal.

Superman inhales and exhales the icy tempest at Carnage, freezing everything around her, including her.

Once it is over he goes to check on her, tapping on the icy prison gently...only for it to shatter and crumble. For a second he's horrified that he's killed her. It's when he looks twice he realises that she's tricked him. Left a hollow shell of her symbiote body, a thin skin of it behind and that she managed to phase away in time.

"Surprise!" she calls out from behind.

Superman spins round...and chokes as her hand phases into his chest, around his heart.

"I wonder, Clark can I squeeze your heart until it bursts," she puts forward her theory. Her twisted maw twists into a hideous smile. "Lets find out!" she declares.

From his sleeve Clark lets slip down something he grabbed when she was smashing him through all those tables and cabinets. A syringe...and she can't get away in time as he jabs it into the join between her neck and shoulder, injecting her with what he filled the syringe with; the genetic purifier.

"What have you…?!" she roars in pain before she chokes and staggers back...pulling her arm out of his chest, much to Clark's relief. He coughs as the symbiote starts to convulse. "NOOOOOO!" she screams as she staggers about, tendrils of the symbiote lashing out in every direction before she falls to her knees, the symbiote peeling back from her face...which is a mixture of shock and pain. "NO," she pleads. "You can't...I...we...are Carnage...we...we..." she trails off as her eyes roll into the back of her head and she collapses forward.

Superman watches on as the symbiote shrinks away until Kitty lies there in her pyjamas. Whether it has worked or not he hasn't a clue. For the sake of his pseudo-sister he can only hope it has.

He looks round as Spider-Man and Spider-Woman approach, dragging behind them a webbed up Green Goblin. Elsewhere it seems the others, now including Jean and Nightwing have gotten the other clones subdued so that's something at least.

"Kitty!" Spider-Man shouts at the sight of her and runs to her side. He cradles her gently, the girl he loves the most in the world. He yanks his mask off, bends down and kisses her head. "It's ok sweetie. It'll all be ok," he promises her.

Superman's attention is caught by Spider-Woman, grabbing a sharp piece of broken metal and raising it high over the helpless Osborn. He blurs over and grabs her wrist to stop her.

"Let me go! I want to kill him!" she screams in hate.

"No. You don't," Superman tells her. He yanks the metal away from her.

She spins round, clearly seething.

"Spider...Jessica," he addresses her gently as he reaches for her mask and peels it off, to reveal the brown eyed girl and reveal the pain and rage etched across her face. "Jessica...take it from me, you never want this burden...you never want this pain. It's a pain that burns you and the only way you can live with it is to make sure no-one else has to endure this, that no-one else ever has to feel this way. Remember your Uncle," he implores her.

Jessica's eyes go wide and she gasps at the mention of Uncle Ben. What was she about to do? "I...I..." she stammers, tears forming in her big brown eyes before she collapses forward into Superman's arms, sobbing. "I hate him!" she sobs.

"I know," Clark says as he holds her close. "But it's ok. It's over now."

Throats clearing brings everyone's attention to Gwen and MJ, who had been hiding during the last fight, are now here and seeing everyone's faces.

"Yeah, 'over' is not the word I would use," Volcana remarks.

Clark has to concede she's right. Secrets were out...and there is no undoing this.

* * *

 _Author's Note: I'm not sure I can even call this a win for the heroes really. Yeah, they stopped Gobby and seem to have Kitty back but the aftermath of this, with all the revelations and revealed secrets...that's gonna take a lot of sorting out. Thanks to everyone who wrote reviews. Next up; the Clone Saga Aftermath._


	8. Chapter 8

Chapter 8

 **At the Institute…**

This time they made doubly sure that the clones were locked up securely...along with Osborn and his cohorts by having both Clark's superpowered friends and the New Mutants act as guards. The truth is that things were on hold until the X-Men got back as to what to do with any of them. It is certainly not a decision Clark feels like making...or trusts himself enough to do so.

Gwen and Mary Jane were back with their families while Peter was here, with Kitty but that was only putting off the inevitable talk Peter was going to have to have with his 2 friends now they had seen he was Spider-Man.

Kitty was down in the infirmary, still unconscious while Sage performed tests on her but really, as competent as she is, they needed Beast and the Professor back but they were still in Japan. No word yet on when they would return.

That would be why Sage called Jean down to the lower levels for a talk.

"You wished to see me?" Jean enquires as she enters the lab where Sage is working. Jean, being away at college, hadn't had much interaction with the older woman but if the Professor felt she was worthy of being a teacher at the Institute that was enough for Jean.

"Yes," Sage says as she looks up from the microscope she was looking through.

"This is about Kitty I'm assuming."

Sage nods.

"Is she alright?"

"That is the question," Sage says, guarded. "Here, take a look," she offers Jean to do so.

Jean steps up and looks into the microscope. "This is blood," she can recognise. "Kitty's?"

"Look closer," Sage advises.

Jean adjusts the scope and zooms in...and that is when she sees it. Around the blood cells tiny tendrils of red and black goop. She gasps and steps back. "The symbiote...it's still there," she breathes in horror.

"So it seems...but it looks...dormant."

"Dormant?" Jean queries with a puzzled frown as she takes a second look.

"In truth we really need Hank. He's much more an expert than I but I've watched it for hours. It doesn't seem to be doing anything. It's just there," Sage explains...in, she will concede, poor terms.

Jean steps back again and ponders. "I learned from Osborn that he made it from Kitty's blood in part. We were worried that we may have been too late in removing it. That it would be far too bonded to her to remove."

"It seems that may be the case," Sage has to unfortunately confirm.

Jean sighs. "I touched its mind...when Kitty was...Carnage, as it called itself. It was horrific. I worry what she may remember," she says, her concern for her friend deep. Who knows how Kitty will cope if she remembers that horror show of a mind.

"In fact that's why I called you down. I need you to scan her. If the symbiote is not as dormant as it appears..."

"Then we'll have to lock Kitty up," Jean jumps to...as much as she hates the idea, she's too well trained an X-Man not to work out that would be their only option. As Carnage, with Kitty's phasing power combined with its inherent strength and violent disposition they would have no choice but to lock her up. "Can we, if we have to?" she wonders, considering all that.

"Carnage's phasing power is simply Kitty's, inherent in her x-gene. We should be able to suppress it using power inhibitors...probably turned up a few notches off normal just to be on the safe side," Sage reasons.

Jean brushes her long red hair back. She doesn't like using her powers to invade her friend's mind but they need to know for certain. Then something occurs to her. "You could have scanned her," she points out. Sage is telepathic.

"My power is not on your level. Plus, as you said, you previously touched Carnage's mind. You know the comparison."

"Ok. I'll do it," Jean agrees. Now that the idea has been put in her head she won't rest easy unless she does it.

The two mutants make their way to the infirmary where Kitty lies, asleep still, Lockheed curled upon the bed beside his owner and Peter by her side. Great. What do they tell him about what they've discovered?

Peter looks up and blinks when he sees the two women enter.

For now neither says anything. Jean walks to the head of the bed, takes a moment to prepare her mind before placing her hand on Kitty's forehead. Jean closes her eyes and stretches out with her mind.

"Uh...watcha doin?" Peter asks.

"Shh," Sage scolds him. "Jean needs to concentrate."

Jean filters through the layers of Kitty's sleeping mind, trying to see if she can sense the symbiote...or if they were far too late, confirm that Kitty and the symbiote are bonded beyond separation. It actually takes quite a long time as she has to push through the nightmare that are the memories of Carnage. They're still there. Jean feels sick for her friend. She eventually pulls out and presses her finger to her forehead as she reorganises her mind.

"Jean?" Sage queries.

"I'm fine," she assures the older woman.

Peter raises a hand. "Someone care to explain?" he inquires.

Jean shares a brief telepathic conversation with Sage and agree he needs to be told.

"Very well Mr Parker," Sage begins. "I think it best I do not 'sugar-coat' this. The symbiote is not destroyed. It's still present in Ms Pryde's blood."

"What?!" Peter cries as he rises to his feet.

Jean reaches for his shoulder. "Peter, calm down," she advises.

"Calm down?!" he exclaims. "My girlfriend is still infected by that hideous...thing and you tell me to calm down?!"

"The symbiote is dormant," Sage states in hard tones, designed to cut through his panic.

"Huh?"

"Or it seems to be. That is why Ms Grey was doing a mental probe. To see what influence it does or does not have."

Peter's brow furrows as he looks expectantly at Jean.

Jean is not enjoying this at all. "It's not as simple as it sounds. Kitty remembers everything she did and felt as Carnage. I think you understand better than most what she will have to live with when she's awake."

Peter swallows. Yeah. He remembers what it was like under the symbiote's influence...but he'll be here for her. He swears. "Is it still in control of her?"

"In all honesty I can't give you a 100% guarantee but I don't believe so. It is Kitty's mind I was in. I couldn't sense the symbiote but I would rather the Professor confirm it," she advises since the Professor is more experienced than she is.

"Will she wake soon?"

"She's suffering from complete exhaustion so it'll be some time," Sage replies.

Peter nods.

"I know you are going through a difficult time Mr Parker but should we be wrong about the symbiote..."

"I'll stop her," Peter cuts the older woman off, a determination and seriousness present he rarely shows.

"Very well," Sage relents any idea of locking Kitty up...but she may still bring in some power inhibitors just to be on the safe side.

Peter takes Kitty's hand into his own, brings it to his lips and kisses her softly.

For a telepath Jean can tell you it's really very beautiful the love she can feel emanate off the young man. Of course there is fear and worry but the affection triumphs over it all. How she misses that in her own life.

* * *

Elsewhere in the mansion...or should that be atop the mansion Clark is tracking down a certain female clone of a certain good friend. Jessica had been pretty much silent since the fight...which for someone who is, in some way, just Peter Parker is never a good thing.

That and he saw her storm past him earlier, her face full of thunder so he was concerned about her.

"You know I come up here to mediate," Clark mentions as a way to start a conversation.

Jessica, now dressed in borrowed clothes which ill-fit her, does turn her head to gaze at him curiously. "You mediate?"

Clark shrugs as he shoves his hands in his pockets. "It helps my control, both emotionally and over my powers. Especially since...well there was unpleasantness some months back," he vaguely describes it as.

Yeah, Jessica had noticed but Peter had been pretty vague when she asked. Only saying something about Clark having some bad stuff happen to him.

"So what happened that had you storming out like an American Idol reject?" he asks her.

Jessica can't help it. She snorts with laughter at the comparison.

"Feeling better?" he asks her, with a small smile at being able to brighten her mood slightly.

"Not really but thanks for trying," Jessica tells him.

Clark gazes at her gently and waits patiently.

Jessica sighs. "I went to see Osborn," she finally confesses what has her in such a foul mood.

"Why?"

"I just...needed...to try and get some answers from him."

"Jessica, I understand the need, the desire to understand your existence but he's not going to tell you jack. He'll just play you. Trust me I know the type." When he was War he was that type.

Jessica turns back to looking out. "I know. I...just..." she rubs her face as she trails off.

Clark steps forward and places a hand on her shoulder. "It's ok."

"No. It's not," Jessica says. "I hate him so much," she says, the hatred seething through. "If you hadn't stopped me back at the lab I would have killed him," she believes.

"No. You wouldn't," Clark contradicts her.

"Yes, I would," she insists.

Clark spins her round to face him, his hands on her arms. "Jess, you may have been angry but inside you are still a hero."

"Am I?" she doubts herself.

"From the start what were you trying to do?"

Jess' brow furrows as she thinks.

"You were trying to protect everyone," Clark answers for her. "Despite how you were created your first instinct was to protect. Your first instinct was to realise that with great power comes great responsibility."

Jess gives him a sardonic look. "Really?" she questions him using that line.

Clark gives her a goofy grin. "Hey, when something works it works," he defends himself.

Jess cocks her head to the side slightly as she absorbs that and then shrugs. He's got a point. She runs her hand through her long hair. "So what now?" she wonders about everything.

Clark takes a moment to think. "Breakfast?" he proposes considering that it is in fact that time of the day again. It had been 36hours since this whole thing began. What a day and a half.

Jessica's stomach answers for her when it grumbles hungrily and loudly making her cheeks flush with embarrassment.

Clark chuckles.

Jessica shakes it off, grabs him by the arm and drags him off...or he allows her to drag him off to be correct. "Come on handsome, you're buying," she jests.

Clark snorts. "You'll find I'm a cheap date."

"Well you sure know how not to win your way into a girl's heart."

"Considering I've had 2 break-ups and 2 almost relationships since the last memory you have of Peter I have to agree with you. Though in my defence the last one broke up with me for reasons I still don't understand."

"She got to know you," Jessica quips.

"Oh, you wound me."

"Well the fact you can joke about it is good," she will observe.

"As I was telling your progenitor just before we ran into you that's because it's been awhile. I was living in the 31st century for a few weeks."

"That so?" Jessica says, looking at him eagerly, a hint of scepticism in her voice, understandably.

"Yep. Don't think he believed me. Then again I did sell him a story that there is an entire world filled with his and Kitty's descendants. That they are the literal mama and papa of an entire species."

Jessica laughs as he can obviously imagine Peter's reaction. "It was just a story right?"

Clark opens the hatch to let them back inside.

"Right?" Jessica pushes him to say.

Clark gives her an enigmatic smile. "That's for me to know," he says.

Jessica just looks at him. He's kidding right?

Has to be.

Right? Right?!

* * *

"Hmmm," Jessica moans in pleasure. "This is so good Mrs Kent," she compliments the chef as she devours her breakfast.

Martha could only smile at the brown haired girl and the way she ate with gusto. It's like she's been starved...or starved of real and proper food...which she could have been for all Martha knows, which admittedly wasn't a huge amount. Just the basics. Jessica was a clone of Peter who had only been awake for about a month. This was at least something to smile about amidst all of the trouble they had been through. Especially poor Kitty.

Clark, meanwhile, couldn't do anything but find it amusing. You could never imagine someone so slight and slender could eat that much. Course, truth is, he has barely begun to let it sink in who Jessica is. A clone of one of his very best friends. It's gonna take some getting use to but so far he can definitely see a whole bunch of Peter in her...and yet, perhaps, even a few glimpses already that she is more than just a copy of his friend.

Clark's morning hits a low when a certain loud mouth barges in

"Hello my fine fans!" Leslie Willis announces her arrival.

"Well there goes my day," Clark rumbles. Leslie wasn't shy about hitting on him when he was dating a demon-sorceress who could do unspeakable things to her. Imagine how bad she is now that he is single again.

"Try having her on a mission," comes the sassy response of another of Clark's exes. Rogue.

"She was on a mission?" Clark queries with a puzzled look. "Since when does she get go on missions? Actually since when do we let her leave the mansion, full stop?

" _She's_ right here you know," Leslie grumbles at being talked about in the 3rd person as if she isn't here.

"Since she stowed away on the x-jet," Rogue answers.

"Ah," Clark says at the explanation. Now it makes complete and total sense.

"I got to fight ninjas!" Leslie says very excitedly. "Hiya...ya...chop!" she mimics the noises as she makes some moves.

"That gets real old, real quick," Jessica says about it.

"And you are?" Leslie asks, a not very respectful look nor tone emanating from her but that could be just because she's a rather pretty girl sitting too close to her crush.

"This is Jessica. She's..." Clark stops...recalling Leslie doesn't know who Peter is(beyond being Kitty's boyfriend) and she isn't getting told. "She's...Peter's sister. You know Kitty's Peter," he comes up with as an explanation.

"Uh huh," Leslie says. "Whatever," she says not caring…or trying to pretend she doesn't.

"Clark can ah have a word?" Rogue asks him.

"Sure," he agrees and follows her out the kitchen.

"Ok spill it," Rogue demands of him as soon as they are alone in the hallway.

"Hmm?"

"Peter doesn't have a sistah," Rogue knows.

Clark sighs. "Ok I just didn't want to say it in front of Ms _Charming_ Personality back there," he explains first off.

"That ah get," Rogue says in understanding. "So?"

"Jessica is Peter's clone," Clark just says it.

"Holy hell, what tha?!" Rogue splutters. "There's more than one?" She knew about Scorpion.

Clark nods. "Four of them actually...and it's a really, really long story...and Kitty."

"What about Kitty?" Rogue asks, having a sudden sinking feeling that something bad has happened to her friend.

"I'll tell you on the way. I need to see the Professor now you guys are back," Clark tells her as they walk. "By the way what was so urgent you all needed to rush off to Japan?"

"Oh just anothah ghost from dear old dad's past," Rogue grumbles about how Logan's past continually haunts his present.

"He has a lot of those," Clark remarks.

"Tell meh about it," Rogue says with a sigh. "So what has happened ta Kitty exactly?" she presses him on that.

* * *

In the Professor's office he sits behind his desk, fingers steepled together on his desk as Clark finishes his story.

"I know the school is not a prison," Clark says apologetically over the fact he brought them all here, apart from Rhino who escaped during the fight. "I just didn't know what else to do with them. The New York police aren't as equipped as Bayville's to cope with them. Plus I don't want to think about just how much Osborn knows or has figured out from knowing who Peter is. Not to mention that Dr Warren who just upped and vanished during all the fighting. Then there's Peter's friend Liz."

"Hmm?" Charles queries quizzically about what Clark is trying to say.

"When we were first fighting, I got her separated from her brother...and she didn't look much like a villain. In fact, if anything, she looked like a lost and confused little girl, if you'll pardon my description. My point being a lot of how she acts seems to be due to her brother's influence. Away from him..."

"You believe she can be reached and redeemed," Charles finishes what he believes Clark was about to say.

Clark shrugs.

Charles sighs. If Japan had not been testing enough he comes back to all this.

"Also just to add, for obvious reasons, I can't exactly go and call SHIELD about this since they want my hide."

"Yes, that is proving troublesome," Charles will concede.

"Tell me about it," Clark says with a weary sigh.

Charles can see he needs to order this into priorities. Clearly Kitty and her condition is very high. He'll need to speak to Jean about what she saw inside Kitty's mind when she was this...'Carnage'. That'll give him some idea of what trauma she has been through. SHIELD will need to be called to take away Osborn's associates and to be informed over his experiments. A decision will also need to be made about the clones...apart from Jessica who, from what Clark has said, seems to be the most stable and rational of them. That'll have to involve Peter since they are his clones. Then there's Norman Osborn. The Green Goblin. Charles would never have guessed that the entrepreneur and inventor could be that madman. Not to mention to see if Liz can be helped...and perhaps her brother too. They are mutants after all and it is his mission in life to help them.

"I have an idea or two about, perhaps, reaching Liz," Clark mentions.

Charles arches an eyebrow and waits for Clark to elaborate.

"I think we should bring her friends here. When I mentioned them...it was clear she missed them. I think, maybe, if they can show her they still want to be her friend, this notion she has that she's a freak...or outcast can be dispelled. Plus there's the fact they saw an awful lot during this. They know who Peter is now and that has got to be sorted out."

Charles can see that. "How would you begin?" he asks.

"Talk to Mrs Parker. Um...I mean there wasn't time to give her the full story. She needs to know about the clones...especially Jessica. They are, in a weird and twisted sense, Mrs Parker's family as well."

Charles has to concede that. May would have to be included in the decisions over the fate of the clones as well as Peter. "Very well, I'll leave you to handle this shall I, Clark?"

"Sure, Professor," Clark agrees as he turns to leave.

"Clark," Charles stops him. "You did well," he compliments him over this situation.

"Did I?" Clark questions that as he departs.

Charles stares at the door for awhile. It's strange. Clark's self-doubts seem...well they don't see to have lessened. It's like his self-confidence and belief in himself have gone missing. All of them who suffered at Apocalypse's hands had doubts about themselves raised. Believe Charles when he says he is no different in that regard...yet for Clark, this belief he has been irreversibly corrupted on some level is the one thing he can't seem to get over. It's also the one thing no-one but himself can fix. No-one can restore Clark's confidence in himself but himself. All everyone else can do is be there for him.

Charles takes a deep breath. Back to this situation. Right now calling SHIELD is not first on the list. Once they do it is out of their control. If they can save Liz and her brother they need to know beforehand and argue with SHIELD that the siblings stay here. Giving Clark the time he needs to do what they discussed that leaves Kitty and what to do with Osborn because Clark was correct. Who knows what the man knows or has done. Charles is going to have to talk to the man. Clark's judgement was that Osborn is suffering from a dissociative personality in the form of the Green Goblin. From the story that seems a high possibility but Charles will see for himself.

* * *

 _Author's Note: In the mainstream comics it's a thing that the Carnage symbiote is permanently bonded to Kasady's blood, hence why it always comes back even when he's ripped out of it so I'm doing the same with Kitty...which leaves the obvious conclusion that this is far from the last we've seen of Carnage. Aw, for a second there Live Wire was almost cute. I must be going soft. Thanks to everyone who wrote reviews. Next up; Clone Saga Aftermath part 2._


	9. Chapter 9

Chapter 9

 **Queens, New York...**

May Parker should know by her age that when someone tells you it's 'better to sit down' you are about to have a bombshell dropped upon you. So when Clark began with those very words she could tell she was in for some shocking revelations. What she never imagined is that it would involve revelations up there with discovering that her nephew was Spider-Man.

Clones, symbiotes, Norman Osborn being the Green Goblin. If anything would drive May to drink this could be it.

"I know this is a lot to take in," Clark apologises from where he sits in the lounge across from Mrs Parker.

"Quite," May remarks. "How's Peter doing?" she wonders.

"Worried about Kitty primarily. I don't even think he's had the time to give the rest of it much thought."

"So you're trying to help sort the 'rest of it' out?"

Clark shrugs. "Peter's my friend," he gives as the explanation.

May reaches over and pats the alien teen on the knee. He was such a good kid. It broke her heart to just imagine what he must have gone through with that Apocalypse character. "So how can I help?" she offers.

"Mary Jane and Gwen...know...about Peter now."

"You wish me to speak to them," May figures out.

Clark nods. "Yeah...and I have this thought that, perhaps, they could come to the Institute, speak to Liz," he adds on before repeating what he said to the Professor about Liz. About her looking like a lost and confused little girl. That if she sees her friends still want to be her friends then maybe she can be reached still.

May was there when Liz vanished with her brother and saw all the family secrets that poisoned everything. She had gone to do exactly what Clark is talking about. To find a way to help Liz after she changed. If she was willing to do it before you can bet she is more than willing to try again.

Clark runs his hand through his hair. "There's also...the clones," he raises gingerly. "I mean, apart from Jessica, they are really unstable and quite violent but they come from Peter so are related to you. I don't know what you wish to do."

"Well clearly I need to speak to Peter about this," May can see.

"Yeah."

"But you've spent some time with...Jessica was it?"

Clark nods.

"What's she like?" May is curious.

Clark shrugs. "She's like Peter...which only makes sense since she has his memories. I can guess that what will be coming soon is her asking what she is going to do now."

"Along with, perhaps, her asking herself who she really is?" May can begin to see the struggle Jessica is about to face.

"Well that would be only natural if you wake up and discover you were created by a lunatic," Clark tries to joke, badly by the way.

May can see her nephew's influence in buckets. Peter jokes to hide his real emotions. Clark seems to have picked up the habit.

"I haven't known her long but she's a good person. Jessica I mean," Clark says softly. "During this whole thing her instinct has been to try and do the right thing."

Well that does sound good, May will agree. It makes her eager to meet with Jessica and see for herself what type of person the young woman is. "And you Clark, how are you doing?" she inquires after his well-being.

Clark blinks owlish. "Me? I'm fine. I'm always fine," he answers.

May takes that to mean he's not fine at all. After all she's had years of Peter saying the same thing, when it wasn't quite true, to learn to see through it. It also means she knows that he'll only talk about it when he's ready to talk about it and that is for his family to deal with. For now she better start thinking on what she'll say to Gwen and Mary Jane.

* * *

 **At the Institute...**

Charles had put Kitty top of his list so getting fully appraised of her condition was the 1st thing he saw to after speaking with Clark. One of the clear areas of trouble is that they don't know a whole lot about these symbiotic lifeforms Osborn has created. Therefore they don't really know the effect it will now have on Kitty.

Though from what Hank and Sage have shown him so far it does, indeed, seem to be completely dormant but it's in her blood and seems to be so bonded to her blood cells they really have no clue how to purge it from her system.

For now Kitty remains unconscious. When she wakes up...well that'll be when the hard work begins. If, on top of the trauma of becoming this 'Carnage' entity, they have to tell her that it is still inside her...Charles can guess how she'll react.

What Charles can hope is that it is early days and in time they will figure out how to remove it completely from her system. Perhaps that due talk with Norman Osborn can help. He created it. He can tell them what they need to know.

Though Charles has a feeling that that is much easier said than done.

* * *

 **Queens, New York...**

"Captain Stacy?" May Parker queries at who has shown up at her door. Gwen was there too but that was expected. She had called Gwen to try and...well May wasn't a hundred percent certain what she as trying to accomplish except trying to protect Peter.

Gwen, moody looking, has her arms folded across her chest. "He knows," she blows the revelation open.

May blinks. "Knows?"

"Oh I didn't tell him. Turns out he figured it out awhile ago," Gwen says sharply, giving her father the evil eye. She can't tell you how...angry she is when, after telling her father what happened, he confessed that he knew Peter was Spider-Man.

"We should not have this conversation on the doorstep," Captain Stacy points out with a sigh at his daughter's enmity at him currently.

"Right. Yes. Come in," May invites him. Her game plan already thrown off whack. She leads them into the kitchen where the red-haired Mary Jane Watson is already sitting at the table.

Once they are all sitting May begins. "Peter's not here," she starts with. "He's with Katherine. After her trauma he didn't wish to leave her," she explains her nephew's absence. "So George," she addresses Captain Stacy. "How long have you known about Peter?" she wonders.

The question makes MJ's eyebrows rise. Gwen's dad knew?

"A few months after I first encountered Spider-Man," Captain Stacy answers. "It was the jokes," he explains what gave it away. "Only Peter has a sense of humour like that and I am a police captain, trained to notice these sort of things. I did nothing about it because, honestly, I could see he was a force for good, trying his best to help."

"Oh sure all the times he almost got you killed were him trying to help," Gwen says in strongly sarcastic tones.

"Honey, I know you're angry and I can understand why," Captain Stacy addresses his daughter. "No-one was trying to deliberately deceive or hurt you."

"Yeah, well, you did anyway," Gwen says, rather sarky sounding. Her pain and feelings of...well betrayal really, welling up inside her. Her father, the person whom she trusts the most, has been lying to her, for years now.

Ok, May can see this is going to be even more difficult than she initially thought. However she has a way she might cut through to the younger Stacy. "Gwendolyne, this may surprise you but I know how you feel."

"I doubt it," she snorts.

"Gwendolyne," her father warns her. Being upset is no excuse for being rude.

"But I do," May insists. "Peter never told me he was Spider-Man. I found out...in a not dissimilar way to you as matter of fact. I was abducted by that Venom creature and during the fight Peter's mask was ripped off...was a bit of a shock let me tell you. Then again it also explained a lot. Peter's strange behaviour, his secrecy, his poor excuses as to where he was."

"Were you mad at him?" MJ is the one to ask.

"I don't recall being mad. Confused certainly. Desiring answers, you bet. Perhaps a little disappointed he couldn't trust me with the truth but anger? No. What about you Mary Jane? Are you angry at him?"

MJ blinks. She's been trying to process her emotions since she learned the truth. "I don't think it's real anger. I'm...annoyed certainly. I mean how long have I known him? And yet he couldn't trust me...and I couldn't see it," she adds that last bit, showing she is a bit annoyed at herself. Peter's her friend yet she never guessed, for a moment, that he was Spider-Man...or saying that it would be hard to guess that, just that there was something big going on in his life he was keeping secret but nope; she never saw it.

"Oh it was never about trust, Mary Jane," May tells her. "He's got an overdeveloped sense of guilt and over-protectiveness. He had gotten it into his head that if you knew the truth that, somehow, would put you in danger. That and he was afraid of this very situation. That you'd be so angry at him you would no longer wish to be his friend."

"I still want to be his friend," MJ says, almost automatically. "But I also want...no, need to understand how it all happened."

"I will tell you what I know if you wish," May agrees before adding a caveat, "but it would probably be better coming from Peter. He'll be able to answer any question you have...which kinda leads into something else I wish to raise since Peter is at the Xavier Institute."

"Raise what?" MJ wonders.

"Liz."

"Liz?"

"She's there right now...and from what I know...it's possible she's not beyond saving. That she misses her friends...and if her friends were to reach out to her..."

"Oh," MJ says. This effects her the most since Liz is her best friend. "You really think she'll talk to me?"

"I haven't seen her myself. It's what I've been told. The real question is do you want to try?"

MJ takes a few moments to think before answering. "Yeah. I do," she decides. Liz is her friend and she misses her so if it's worth a shot she'll take that shot.

"You are all crazy," Gwen accuses, clearly not willing to just go along with this. It's just too much. To learn that not only her supposedly best friend is Spider-Man, a hero she had severe doubts over but on top of that her own father knew...he knew! She jumps to her feet, clearly frazzled, mussing up her blond hair as she runs her hands through it. "I just...gah!" she screams, unable to articulate her feelings before she storms off.

Captain Stacy rises to his feet only to be halted by a redhead. "No. I'll go talk to her," MJ decides that it's better she does it.

Captain Stacy relents...for now. After all he has a lot more time to speak to his daughter since she still lives under his roof. Mary Jane's departure leaves him alone with May.

"I should thank you," May says.

"For?"

"All the times you have helped Peter."

"He tells you about them?"

"After I discovered the truth we had many long talks. He mentions you a lot. He admires you...looks up to you," May informs George and she can see why. George Stacy was a good man. She tells him so.

"I wish Gwen thought so."

"I think she does. She's just angry. It's understandable. No-one likes to discover the person they love the most is keeping secrets from them. Even when the reasons are good ones. Give her some time to cool off and when she's ready she'll listen," May advises.

"I hope you're right," Captain Stacy expresses his deepest wish. He doesn't like being at odds with his only daughter. The only thing he has left of his late wife beyond memories.

Well May does believe she is right. After all, she does has some experience in being the person the secrets were kept from. She also has some experience in being the one keeping the secrets in regards to Peter's parents and who they really were...but that's another story. "Gwen loves you, George. When she's calmed down that truth will remain," May gives her feeling.

* * *

MJ had followed Gwen into the backyard where the blond young woman was slumped against the old tree that was there. MJ cautiously walks up to her friend. "Hey," she says softly and awaits whatever response that follows.

Nothing at first.

MJ brushes her lush red hair back. "Gwen," she tries again.

"Why aren't you mad?" the blond girl asks.

"Because I learned being mad doesn't get you anywhere. My father..." MJ sighs sadly. "You know my father was not exactly a great guy even before he walked out on my mom and me. When he left I was mad as hell but that didn't bring him back. It didn't help my mom when she got sick. Being mad only blinds you to the fact you have to deal with the reality you face...and the reality is Gwen that we are where we are. We learned our friend was keeping secrets from us and now we have to deal with it."

"I just feel like...I thought I knew him," Gwen says quietly. "He's been my best friend since kindergarten but after his Uncle died...he changed. He became distant and it felt like I was losing him. Even when we dated for that short while I felt like there was this wall between us I couldn't tear down no matter what I did."

"It was not for you to tear it down, Gwen. It was for him to do so and let you in."

"Well he never did that did he."

"No."

"And as I recall weren't you mad at him when we broke up and he hit on you. You slapped him," Gwen reminds MJ of that incident.

MJ smiles at the memory. "Yeah, I did," she confirms she did that, with pride by the way. "But that's because he deserved it. He was being an ass and more importantly he hurt my friend. I wonder, though, after learning all this if that was something that happened to him, you know affected him in some way...and that's really why I'm not indulging my anger. I want to know the truth finally."

"I just don't know if I can forgive him...or my dad," Gwen admits.

MJ moves next to her friend and places an arm around her shoulders in a comforting hug. "I figure it comes down to this. They need to be allowed to explain themselves. Whether you forgive them or not depends on whether you think their explanations are good enough."

Gwen sniffles as she absorbs those words. "When did you become so wise?"

"Hey!" MJ protests, mock offended. "I'll have you know I'm far more than a pretty face."

"Says the 'Party Girl'," Gwen ribs her.

"I resemble that remark."

Gwen snorts with laughter suddenly.

MJ joins in. Seems she's gotten through...at least a little. "I also want to see, Liz, you know. Just to...see her I guess," she tags on when the laughter dies down.

"You miss her," Gwen knows.

"Peter was your best friend since kindergarten. Liz was mine. If there's any chance I can reach her..."

"You have to take it," Gwen finishes.

"Yeah."

Moment or two of silence.

"I suppose," Gwen begins, "that I should at least hear Peter and my dad out. Course that may end up with me just being more angry."

"Ooh, the heavens themselves shake at the thought of an angry Gwen Stacy," MJ adds some humour to the situation.

Gwen's lips quirk up just as a tad. "As they should," she manages to joke.

MJ gives her friend's shoulder a gentle squeeze. She understood where Gwen's anger was coming from. Really she did. On some level she feels the same anger but, as she said, she's learned, through painful, bitter experience it just doesn't get you anywhere being that angry all the time. Well she can't tell Gwen whether to forgive Peter or not and Gwen's issues with her father have to be sorted out between them but at least, MJ believes, she's tried to help. That's all she can do.

* * *

 **At the Institute...**

Norman Osborn is a seriously disturbed man.

And yes, that is Charles professional opinion after having tried to talk to the man.

Didn't get anywhere in either getting to the bottom of his psychosis nor any help in regards to the symbiote and Kitty.

While he does hate it he may have no choice but to peer into the man's mind and find out just what he actually knows. Not just in relation to Kitty and the symbiote but in regards to Peter as well.

And he would have done that if he hadn't gotten an urgent call from Hank to come to the infirmary. By the time he rolls in what he finds is a petrified looking Kitty huddling in the corner with Peter trying to calm her down...and an upset looking Lockheed hovering in the air behind him.

Peter reaches out to touch her…

"Don't touch me!" she screams.

Peter holds his hands up to show he isn't a threat. "Kitty," he says gently. "Look at me, please," he begs her. "It's just me. Peter," he tries to verbally reach her as tears stream down her face.

"P-Peter?" she queries in a tiny voice.

"That's right."

She blinks and looks up at him...and Peter's heart wrenches at the sight of pure horror and terror in her eyes.

" _Hank?"_ Charles queries telepathically.

" _She just woke up screaming and ran into the corner,"_ Hank explains what happened.

Charles looks on. He'll let Peter try first before he does anything. Any sort of psychic intervention is almost certainly the last thing Kitty needs right now.

"Kitty," Peter continues to speak softly. "It's ok. I'm here. It's all ok."

"No," Kitty says in a strained voice, shaking her head. "No. It's not. I...remember. God I remember everything. It was so horrible...and sick...and...gasp..." she starts to struggle to breathe.

"She's hyperventilating," Hank murmurs.

Charles nods. She's on the verge of a full blown panic attack he can sense.

"Gasp...gasp..."

"Kitty," Peter reaches for her...only for Kitty to drop to her knees and throw up, retching over and over as every horrible thought Carnage had runs through her head before it's all far too much to handle and she passes out.

"Get her back on the bed," Hank orders.

Peter swiftly lifts his girlfriend up and places her back on the bed so Hank can examine her. Lockheed lands back on the bed and nuzzles into Kitty's cheek, clearly upset for his owner.

"Is...is she alright?" Peter asks, running his hand through his hair.

Hank sighs. "It was just...too much for her to take in," he assesses. "Physically she's fine. Just passed out. Mentally...I'm sorry Peter but this is going to take a very long time I'm afraid. From what Jean said previously...Carnage's thoughts were deeply, deeply disturbing."

"And she remembers it all," Peter whispers, his heart pinching painfully. He turns to look at the Professor. "Can...can you remove them? The memories. I wouldn't even considering asking normally..." he trails off uncertain how to finish that sentence.

Charles, himself, sighs. "I don't know. Remember last time you fought Venom. I could not remove Mr Brock's memories of you. The symbiote had altered his mind to prevent it."

Damn, that was right. Peter remembers now.

"I will look into it," Charles agrees simply because from what he has seen the memories and thoughts really are that terrible. "Even if I can it's not a quick process and Kitty needs to be awake and calm enough to discuss it."

"And if you can't? Remove them?" Peter asks.

"Then all we can do is try and help her live with them," Charles gives the bleak assessment. He looks at Hank. "It may be time to call her parents," he judges.

Hank nods in agreement. Minor things can remain under doctor/patient confidentiality but this...could be very long term. "Will you or I?"

"I'll take care of it," Charles promises. "You take care of her...and Peter..."

"If the words 'get some rest' are coming Professor then forgive my rudeness but not a chance in hell. I'm not leaving," Peter insists.

"Then I will, at least, have something to eat brought down for you, ok?"

Peter nods, accepting that much. He takes Kitty's hand into his own. "Whatever it takes, how ever long it takes I'm here for you. I love you, Kitty," he says as he leans over and plants a gentle kiss on her forehead.

* * *

 _Author's Note: I did mention briefly way back that Gwen was once kidnapped by Venom and she found the whole thing very traumatic, even needing therapy(and that's not including all the other times being around Peter gets you into trouble) so it's not surprising her reaction to discovering all the lies around her induces anger. Poor Kitty. This is going to be with her for a long, long time. Thanks to everyone who wrote reviews. Next up; Clone Saga Aftermath part 3._


	10. Chapter 10

Chapter 10

"Hello May!" Martha greets the older woman warmly, kissing her on the cheek as she arrives with Captain Stacy, MJ and Gwen. Shelby is there as well. He most often follows Martha around.

"Martha," May greets the red-haired woman back. She steps back and does some introductions. "This is Captain George Stacy and his daughter Gwen and this is Mary Jane Watson."

"Very nice to meet you. Come in, come in," Martha welcomes them. "May explained over the phone everything," she says first off so they don't feel awkward in raising anything.

"What happened to your door?" Captain Stacy asks. "It looks...new," his sharp, police-trained eyes note.

"We had one of the clones here but he escaped and broke the door down. But when you have students with superspeed it doesn't take long to fix. Plus lots of practice. With so many students there's always something needing repaired," Martha says, taking it all in her stride, what with raising Clark long before she and Jonathan came here.

"Where are the clones now?"

"Locked up securely...more securely this time, under guard. The students take turns watching them and the other villains along with Superman's friends," she explains.

Captain Stacy frowns.

"I can see the disapproving look, Captain and no doubt you're wondering why we haven't just called the appropriate authorities. The answer is obvious. The Green Goblin knows who Peter is. How much else does he know? Especially about the symbiote he created. Once we call SHIELD in...well we have plenty of experience of them to know that once they are called in we will never learn anything. Protecting the ones we love requires...bending the rules. Especially in this world where nothing is ever straight-forward. Once we have a handle of what we need to know we will call SHIELD in and they can take it from there."

Captain Stacy isn't sure he approves...yet what can he do about it. "So...is it true?" he asks instead.

"Which part?"

"Is the Goblin Norman Osborn?"

"Yes. You can see him if you wish but don't expect much out of him. He's quite, quite insane...and I do not use that term lightly."

Captain Stacy can barely believe it. The chaos the Goblin has caused for months. His efforts to take the man down...and it's Norman Osborn all this time. "Where is Peter?" he asks.

"In the Infirmary. He won't leave Kitty's side."

"And how is she?" May wonders.

"Not good," Martha says, putting it mildly. "She's deeply traumatised. When she woke up it was all so overwhelming, the memories of the symbiote, she passed out again."

May closes her eyes momentarily. That must be...unimaginable.

"Is Liz here?" MJ asks.

"She is. We separated her from her brother. He's clearly the bad influence on her. May said you'd wish to see her and we'll arrange that."

"I would like to see Peter first," May requests.

"Certainly. Do you wish an escort or can you remember the way to the infirmary?"

"I can remember," May says from the last time, after Venom.

"Very well. If the rest of you will follow me you'll need to speak to Professor Xavier first and then we'll arrange escorts. It's surprisingly easy to get lost in here," Martha adds with charm and humour.

* * *

"Peter?"

"Hey Aunt May," the brown-haired boy greets her back from his position still by Kitty's bedside. Kitty was still unconscious after her last episode and Lockheed was back curled up on the bed beside her.

May can hear the tiredness and hoarseness in his voice. As she gets closer she can see his eyes are all red too. She thinks he might have been crying. She hasn't seen him cry since Ben's funeral. After that...it was like he tried to bury his emotions under that mask of irrelevant humour. "How is she?" she asks after Kitty first.

"Not good," Peter answers, his voice tight. "The symbiote is only dormant. It's still in her blood...and she can remember every horrid thought it had...and I don't know what to do," he whispers in what sounds like utter defeat.

May wraps her arms around his shoulders. "You be there for her, honey. That's what you do," she advises him.

"It's all my fault."

"Now how can you possibly think that?"

"If I had stopped Gobby sooner...put him in jail..."

"Peter, I'm certain you did everything you could."

"Wasn't enough was it or my girlfriend wouldn't be lying here," Peter argues, seemingly determined to unnecessarily blame himself.

"Peter, Kitty needs your support right now. Not you blaming yourself for what wasn't your fault. You didn't create the symbiote did you?"

"But..."

May cuts him off. "Did you create the symbiote?" she pushes him to answer.

"Well...no," Peter answers.

"No-one but Norman Osborn is to blame for this," May argues with her nephew.

"This is one of those 'Don't bother arguing with me' conversations isn't it," Peter thinks.

"Don't be cheeky," May tells him off, "and yes," she confirms it is exactly one of those types of conversations. "Are you ok? You're not hurt yourself are you?" she asks after his physical well-being. His emotional one was clearly not ok nor could be until Kitty was well again.

Peter shrugs. "No worse than usual." He probably has a few bruises still but he heals quite rapidly. Truth is he's not really been paying attention to any of it.

May brushes his hair back. "Peter I know you want to be here for Kitty but we have to talk. Mary Jane and Gwen are here. You need to talk to them but first off I want to talk to you...about your clones."

Peter's head droops. He had forgotten about _them_. "I'm not sure what there is to talk about," he says. "Apart from Jessica they're all completely barmy...and dangerous. Very dangerous," he warns his aunt.

"But they come from you. They're a part of you. That makes them part of me as well," May explains her thinking.

"I know you want to try and see me in them Aunt May. They may posses some of my memories but..." he shakes his head. "They're unstable and violent and I don't know if there can be any other way but to lock them up," he says with a tinge of regret at that fact.

"I don't know if you'll understand they but I need to see for myself," May tells him.

Peter nods. "I should come with you."

"There is no need."

"No. As you said they come from me and I haven't had the chance to really try and talk to them." Peter leans over and kisses Kitty's forehead. "I'll be back soon sweetie," he promises her. He stands up and looks for Beast. "If she wakes up..."

"I'll let you know," Beast assures the young man.

* * *

"Aunt May!"

"Aunt May!"

"Aunt May!"

May blinks as the 3 clones all utter her name using Peter's voice. They were all locked up in separate transparent cells. The X-Men had added quite a few extra ones considering how often they ended up facing teams of people who might need to be contained.

"Don't worry," Nightwing says, being the one guarding the 3 clones at the moment. "They can't break through those walls," she assures the older woman. And even if they could she would take them down.

"Thank you dear," May says.

Peter strides besides his relative, taking in his twisted copies, in the case of Kaine and Tarantula, for the first time really.

"I...didn't really know what to expect," May says to her nephew as she struggles to take them in. Take in Kaine's mutilated features...or Tarantula's 6 arms. "He's wearing a mask?" she queries.

"It keeps him calm. We did remove it and he went crazy," Nightwing explains what happened. "I'm not sure you'd want to see it," she cautions about wondering what's underneath. "It's much more...spidery."

"Spidery?" Peter queries.

"Black fur...multiple eyes..." Nightwing trails off. It wasn't pleasant. More like the stuff of nightmares in fact.

"I shouldn't have asked," Peter mutters, rubbing his face.

May's gaze turns on to the near perfect copy of her nephew; Scorpion….who after his brief call of her name was now pacing around his cell, muttering crazily random lines from Peter's memories.

"I see you've removed his tail," Peter mentions.

"Not completely. The base is grafted into his spinal chord but the rest of it was actually detachable. Probably for easy replacement in case of damage."

"Hello," May speaks to them. "Do you know me?"

"Of course we do," Kaine answers.

"But she shouldn't be here," Tarantula argues. "If she's here, she knows. She's not suppose to know!"

"Oh now he talks," Kaine mutters with a roll of his eyes. "But you do have a point. You shouldn't know. We can't protect you if you know. We're going to have to do something about that aren't we," he says, stepping right up to the glass, an odd, unsettling smile on his lips.

"Hey!" Peter shouts. "Step back. Now!" he warns. "You touch a hair on her head I'll end you. I swear."

Kaine shifts his gaze to Peter. "Where's MJ?"

"None of your bees wax," Peter dismisses that out of hand.

Kaine sneers. "This is why she needs me. You're too distracted. I was going to make her better. Strong like we are."

"What does that even mean?"

"Copy...copy...paste. That's what father wanted to do. Copy...copy...paste," Scorpion says.

"Copy, copy...paste?" Peter queries. Then his eyes go wide as something clicks.

"Peter?" May asks at his expression.

The brown-haired boy runs his hand through that very hair. "Norman was going to dissect me to gain the secrets of my powers so he could figure out how to copy them," he explains.

May looks back at Kaine. "You were going to give Mary Jane powers like you?" she inquires, thinking that is possibly what he was meaning.

"Make her strong, like me. Perfect for us. She's the one that fits us," Kaine explains.

Peter cringes slightly. "I had a tiny bit of an obsessive crush on MJ once upon a time," he tries to explain.

"I was aware," May says, recalling how Peter use to go beat red by MJ just saying hello to him.

"Well I'm afraid he's inherited my obsession."

"Not MJ. Gwen! Gwen perfect!" Tarantula argues.

"And he got my..."

"Crush on Gwen. Yes, I'm starting to see the pattern," May can figure out.

"Kitty, Kitty, pretty Kitty, Kitty cat," Scorpion continues his unstable rantings.

Peter face palms himself. "Please don't say it," he begs him aunt. He looks up at his deformed twin. "You can't have possibly known what effect what you would try would have on MJ. You could easily kill her," he argues the obvious.

Kaine folds his arms across his chest. "Someone has to look after her. You clearly can't."

"That's...that's not even denying my point!" Peter shouts. "You'd have done it anyway wouldn't you. No matter the risk to her you would have done it," he realises before snapping, "That's why you're locked up!"

"Peter, calm yourself," May urges him. She takes her turn with Kaine. "If you have Peter's memories then you have all the things that Ben and I tried to teach him. You can't possibly imagine we would approve of what you're saying," she argues.

"You're not suppose to know!" Kaine yells defiantly. "He," pointing at Peter, "should never have let you know about us being Spider-Man. When I get out here reversing that will be one of the 1st things I do!"

"I told you, you will not touch her!" Peter snaps in warning.

"It's to protect her! Something you clearly are no longer capable of! You clearly need to retire and let a Superior Spider-Man take over."

"Like you?" Peter scoffs.

"Yes. Like me!" Kaine insists. "I mean look at those two," he gestures at his fellow clones. "Pathetic echoes," he insults them. "And don't get me started on little Ms Bossy Boots," he says in reference to Jessica. "Thinks she can tell us what to do and what not to do. She certainly can't claim to be Spider- **Man,** " he says, putting the emphasise on the gender. Misogyny anyone? "I'm the only one of us who is prepared to do what is needed," he claims, tapping on his own chest.

"You really believe that?" May asks.

"I don't have to believe what I know to be a truth," Kaine responds, arrogantly. It's almost as if he got all the worst parts of Peter's personality and few, if any, of the good parts.

The utter conviction in his eyes troubles May deeply. If you never question what you are doing...well it's not a good trait. As for the other two...Tarantula is quiet in a way she has never seen in Peter, even at his shy worst...and Scorpion is still pacing around, muttering gibberish.

May decides to take a break for now. Perhaps she'll come back to these three. Right now...perhaps it's time she gets to know the last clone.

* * *

"Hello Liz," Mary Jane says softly as she stands outside Liz's cell. Not too far away stood a couple of X-Men she didn't know, acting as guards. She came here as soon as they had finished their initial chat with Professor Xavier.

Liz was sitting in the corner, huddling her arms around herself, her stare far away...but that voice causes her to blink and then gaze at the red-haired young woman standing there. "MJ?" she queries, her voice showing she is unsure she isn't seeing things.

MJ smiles reassuringly. "Hello," she repeats her greeting. "Been awhile," she says with a small teasing grin.

Liz actually laughs a little. "Yeah. It has."

MJ places her hand on the 'glass' though that is not what it actually is. "I've missed you," she says sincerely. "I've missed my best friend."

"I'm...you still think of me as your best friend?"

"Of course. We pinky swore it, remember?"

Liz remembers. They were like...5, she thinks. They locked their pinkies together and swore to always be best friends. "MJ," she begins rubbing her own arms. "I'm..."

"You're what?"

"A freak. A monster," Liz says with shame and self-loading.

"That's Mark talking," MJ identifies the source. "Don't listen to him. Listen to me," she practically orders. "Look at yourself. I can practically feel the guilt pouring off you from here. Monsters don't feel guilt, Liz. They don't feel shame. They don't actually hate themselves. They're proud of what they are. Proud of the fact they cause suffering to others. That's what a real monster is. Someone who enjoys inflicting pain and suffering on others and feels no remorse. That's not you," she argues, trying to reach her friend.

"Isn't it?"

"No! Or if it really is then I want you to come over here, look me in the eye and say it with complete conviction. Come on! Do it! If a monster is what you are come and tell me it is!" MJ demands.

Liz doesn't move. Only bows her head more.

"Liz, don't do this to yourself," MJ pleads with the Latino girl. "I know you're scared. I can't imagine really what it means to become a mutant, to suddenly have all this power, to suddenly be someone different from who you thought you were but I do know this; It doesn't make a jot of difference to me. I still love you as my very best friend. So please, let me help you in any way I can. Please Liz," she pleads, tears welling up in her green eyes.

MJ blinks and dabs away at her tears. Her attention shifts away from Liz for a few moments to do so. When she looks back up she finds Liz has come all the way forward, her hand pressed against the 'glass'. MJ raises her hand presses it exactly opposite Liz's. There are no words exchanged but MJ can see the desperate hope in the Latino girl's eyes. She smiles...and gets a small one in return.

It wasn't much but it was a start.

* * *

"Jessica, you have a visitor," Martha announces to the girl who was still in the kitchen eating. She hadn't realised just how hungry she was until she started.

Jessica pauses mid-bite. "Visitor?" she inquires, confused. How can she have a visitor? She doesn't know anybody. Her mouth then hits the table when the elderly woman with silvery hair walks in. "Aunt May!" she squeaks and then tries to cover up what she believes is her mistake. "I mean Mrs Parker," she stumbles over her words.

May smiles genially. "It's ok, Jessica. I know."

"Know?"

"About Peter. About you."

"You know," Jessica breathes, uncertainty rushing through her about what this means now.

You have to remember she only has Peter's memories up until his blood was stolen. That was from before May found out the truth about her nephew's 'extracurricular' activities.

"I'll leave you in peace," Martha says.

"Yes. Thank you Martha," May says gratefully as the other woman departs. She turns her gaze back to the pretty, brown-haired girl, seeing so much of Peter in her. Like a twin sister she supposes. "May I sit?" she requests.

"Um...of course. Of course you can. It's not like I called dibs and it's a free country and all," Jessica babbles.

May chuckles as she sits while Jessica buries her face in her hands, her cheeks red with embarrassment.

"How do you know?" Jessica whispers from behind her hands.

"I was kidnapped by that Venom creature," May begins to explain. "And during the fight he ripped off Peter's mask. Kind of hard to deny it after that."

"Just a bit," Jessica agrees.

"Jessica, dear, look at me," May implores her softly.

Jessica peeks from behind her hands.

"Why are you hiding?" May wonders.

"You-you're not angry?"

"Of course not," May dismisses any notion she's angry. "I was never angry. Slightly disappointed that I wasn't trusted perhaps but definitely not angry."

"It was never to hurt you, Aunt May. Never," Jessica swears.

"I know dear. Peter and I have had months to discuss all of this," May explains to her...well her niece she supposes. What else is she to call her. "Now lower your hands and let me see that lovely face of yours, hmm?"

Jessica lowers her hands and awkwardly sits them on her lap. She shifts slightly in her chair, uncomfortable looking.

"Why yes, you are pretty aren't you," May compliments her. "I'm sure I can tease Peter for years over that."

Jessica blinks in surprise at May's light, teasing voice.

"Now why don't you tell me about yourself," May requests.

"There isn't much to tell," Jessica argues.

"I doubt that."

"Aunt May...I'm just a flawed copy of Peter," Jessica claims.

"Nonsense," May argues that. "From the moment you woke up, the moment you started to think for yourself, make choices for yourself you became your own separate person. Clark told me about what you tried to do, to protect us. You try and do good. To do what is right. That is all anyone can do. It's something I sadly failed to see in your siblings," she says with sorrow.

"You saw them?!"

May nods. "I did not like that...Kaine is it, in particular."

"I'm sorry about him," Jessica apologises. "He did seem to get the worst parts of us. Even I noticed that but it didn't seem relevant since we were suppose to have our memories erased."

"First off; you have no need to apologise. We are only responsible for our own actions and words. Not for anyone else's. Second off; there will be no question of erasing your memories. I will not hear of it."

Jessica's face tightens slightly. "It might still be for the better if you did. It's...hard Aunt May. Every memory I have tells me I'm Peter Parker. I wake up every morning and have to remind myself that I'm not. I feel...like one of those cheesy movies when a boy wakes up in a girl's body to teach him a lesson about the opposite sex. I mean what am I? Am I a girl? Am I a boy in a girl's body? What does it all mean to who I might be attracted to in the future? I have no idea. I don't know who I am."

Aunt May looks thoughtful. "Interesting," she remarks.

"What?"

"In that one speech you went from saying you're Peter to not knowing who you are."

Jessica replays it in her mind. "Oh. I did say that," she realises with surprise at herself.

"Jessica, dear, these are questions many, many people your age are grappling with. Despite how you came to be it's actually quite normal."

"I was only 'born' a month ago, Aunt May," Jessica points out.

"You know what I mean," May says, giving the girl a look.

Jessica knows that look from her memories.

"Regardless," May continues, "we'll deal with them together."

"What do you mean 'we'?" Jessica asks.

"Well you'll be coming home to live with me," May states, like it's flaming obvious.

"I...what? Aunt May...no. That would be super weird," Jessica argues.

"I don't recall giving you a say in it Jessica, dear. You're coming home with me. End of discussion."

"That is so unfair!" Jessica claims.

"Life isn't fair," May retorts.

"That is so cliched," Jessica grumbles.

May stands up and moves over to beside the girl. She bends down and before Jessica can work out what her relative is doing throws her arms around her.

Jessica sucks in a deep breath and remains rigid.

"However you came to be, you are my family now," May says, her voice heavy with emotion. "Even the others are too and if I can help them I will but right now the one I can help the most is you. Let me, please."

Jessica's arms, of their own volition, end up wrapping around her Aunt's frame. She can feel wetness leak from her eyes. Her posture softens. "I don't want to be a burden," she says in a teary voice.

"Well Peter beat you to that," May jokes.

Jessica lets out a strangled laugh.

"Family is never a burden. They may drive you crazy, amongst other things but a burden, never."

"You say that now but I can only remember being a boy. I have all these... _womanly_ questions about my body that I'm even embarrassed to think about."

May smiles. That was a joke...sort of. Or more accurately joking about something true and serious. "Well if you come home with me we'll have all the time we need to discuss that," she assures the girl, using it as another argument for Jessica to come home with her...and yes, May can imagine she will have to help Jessica cope with her body but that's hardly a burden. Ben did it when Peter hit puberty. May can do it now for Jessica.

"Ok."

"Ok?"

"I'll come...home," Jessica says, the word 'home' conveying so much added meaning to her.

May gives her new niece a squeeze. Amongst all that has happened this is a truly wonderful moment.

* * *

While May was getting to know her new niece, her nephew was facing up to the moment he had long sought to avoid really. It was for their own protection you understand. That's why he kept it secret from MJ and Gwen.

The secret being him being Spider-Man of course.

Added to the moment was the surprise that Captain Stacy had figured it out. Perhaps it was more of a surprise than it should have been. Captain Stacy was a smart guy and a good cop and out of the police(many of whom regularly take pot-shots at him) he was the one Peter interacted with the most.

Perhaps it was inevitable that Captain Stacy would pick up clues Peter inadvertently let slip about whom he was and put it together.

Truth is Peter hopes he doesn't come across as impatient here because all he really wants to do is get back to Kitty but here he is, using one of the empty rooms in the new wing of the mansion, for privacy, having this conversation.

Peter rubs the back of his neck. "So who wants to start?" he offers to them.

"How about where your powers come from Peter?" Captain Stacy thinks is as good as place as any to begin. "Are you a mutant?"

"No," Peter answers. "I was bitten by a radioactive spider."

Gwen snorts. "Really? You're making jokes? Now?!"

"It's no joke Gwen. That's exactly how it happened. You remember our school trip to Oscorp when we were 15?"

"Uh huh," Gwen nods.

"They were demonstrating an early version of a genetic recombinator, using radiation to manipulate DNA."

"I remember that."

"What you missed was that there was a spider that dropped down into the beam which then went on to bite me," he says holding up the right hand it bit. "I was sick for days and when I woke up I discovered that spider had transferred some of its DNA into me. The lingering radiation, I assume, allowed it to, essentially, graft onto my genetic code."

"And you decided to use your powers for good," MJ says in dramatic tones.

"No. Dear God I only wished I had. No, I did what any teenage boy who gained superpowers would do. I tried to make money."

"How?" Captain Stacy is interested in.

"Wrestling. This underground wrestling set-up. With my powers it wasn't that hard. The guy who ran it was a crook. Not a big surprise I know. He stiffed me the full amount of money he promised so when, just after, he was robbed I thought it was Karma. I let the guy run past. All I had to do was trip the guy but I didn't because I was angry. Made my way home...only to find the police outside the door."

"That's the night when you lost your Uncle isn't it," MJ realises.

Peter nods. "I overheard them saying they were in pursuit of the suspect but I wanted him first...and I got him. When I pulled his mask off, guess what, he was the thief I let run past me."

"Oh God," Gwen whispers.

"I was so angry I almost killed him. I thought about it for a second I'll be honest."

"I don't think anyone can blame you for that, son," Captain Stacy says. If anyone had ever killed Gwen he would find it hard not to kill the person.

"It was my Uncle's words that stopped me. Something he was trying to do earlier in the day but I was in a rush and didn't listen to him. He told me with great power comes great responsibility. My irresponsibility got Uncle Ben killed so I swore never again. Never again would anyone else's Uncle Bens or parents or children or whoever get killed because I refused to use my powers responsibility. Trying and failing I can live with. Never trying at all I just can't."

Peter blows out a breath. Yeah, he's summarising quite a bit but he's just not… "Oof!" the air is knocked out his lungs by a blond blur slamming into him. It takes Peter a moment to realise it's Gwen, hugging him in a death grip...and crying? "Gwen...what's wrong?" he asks her in concern.

"I was so mean to you!" she cries. "I didn't...I thought...how can you stand me?!" she sobs.

Peter extricates himself from her grip and holds her by the shoulders. "Gwen, look at me," he requests of her in a soft, patient voice.

Gwen does so...reluctantly. It was just...when she heard him speak...it all crashed in on her what hell he must have been through and how horrible she's been lately.

"It's very easy to stand you," he says with a dopey grin. "Gwen. I never blamed you for your anger. I understood it. A lot of things happened to you that shouldn't have and in some way I was directly or indirectly responsible for some of it. I have to take my share of the blame. Being Spider-Man brings a lot of baggage."

"And can we ask you about that?" MJ wonders, before elaborating a bit more. "Because there is a lot of weird stuff that happened..." she trails off but what she is seeking is the story behind that weird stuff and if it is 'Spider-Man' related.

Peter nods in resignation. "You can ask me anything you want," he offers. He knows now that the best way he can rebuild the bridges to his friends is complete honesty. So he braces himself because this could take awhile.

* * *

Later in the day Logan finds himself walking to the Professor's office. Chuck had called him. If today hasn't been weird enough, now whatever this is. First all that old business in Japan. Stuff like that never seems to leave him be. No matter how much of it comes from before he lost his memories. Then to come back and find out what has been happening with the Green Goblin and the webhead's clones.

Seriously it could drive a sane man to drink.

Logan enters the office to find Chuck behind his desk, working on some paperwork. "So what's the beef Chuck?"

"What's the beef?" Charles asks back at that phrase in amused tones.

Logan scratches his head. "Huh. Not sure where that came from," he admits. "What's happening?"

"I've done enough initial assessment of our current guests to know who we can help and who we can't. Also have talked with Peter and May about the clones and what they think. All that being said I need you to contact SHIELD for me. It's high past time we get this over with so we can get back to normal...well our normal."

"This is our normal," Logan points out.

"Good point. Also a very depressing one. However, I would like, now, to get these criminals away from my students so if you could?" Charles explains his request.

"You alright there Chuck? You seem stressed," Logan assesses...and after what he went through in Japan he knows all about stress.

"I'm fine. Just finished a rather unpleasant conversation with Mr Allan," Charles answers.

"Not receptive huh," Logan assumes.

"Not in the slightest," Charles has to sadly inform his friend. Mark was not in the slightest way prepared to listen to him...and he has too much else to do to waste time on someone like that at the moment. "Maybe one day," he hedges it slightly because he still wishes to believe no-one is beyond help.

"Just not today," Logan gets.

"No. So SHIELD?" Charles returns to his request.

Logan sighs. He hates having to call Fury but needs must and all that. "Sure, sure...but before I do what about the webhead's clones? They have his face," he argues.

"Too true but don't worry. SHIELD won't be getting their hands on them. We have another solution."

"What solution?"

"Actually it was Clark that suggested it."

Logan arches an eyebrow. This is gonna be good.

* * *

 _Author's Note: Originally I did think about the clones escaping from the lab in the chaos but then realised that I really wanted to write a scene where May gets to meet them. I'm not sure she's ever really had a chance to meet and talk to Peter's clones in the comics. Jessica's obvious transgender identity issues is exactly why she should be brought back IMO but then again it is only my opinion. And a little hope with Liz can go a long way perhaps. I was slightly tired of people being angry at Peter for no real good reason so decided that with Gwen it was time to put an end to it. Thanks to everyone who wrote reviews. Next up; Clone Saga Aftermath part 4(the last part)._


	11. Chapter 11

Chapter 11

 **At the Institute...**

"You know it's strange how, in my dealings with you, you only call some time after everything has gone down," Fury remarks as the one-eyed Director of SHIELD finds himself in Professor Xavier's office...and not for the 1st time.

"Priorities, Colonel," the Professor says back. "My students and their well-being comes first."

"Uh huh," Fury says sceptically. "Speaking of students, you seen Superman lately?"

Charles lets out a pained sigh. "Colonel, we've been through this before. Superman is not my student. He is a friend and ally."

"It's dangerous being his friend these days. Could get you in suspicion of harbouring him," Fury says as a vague warning.

"I can assure you Colonel he's not here," Charles lies. Yes, it's a total bald face lie but that doesn't matter. He made a commitment, from the day he asked Clark to come, to do all in his power to protect the boy and Charles will see that commitment through to the bitter end. "Perhaps we can focus on why you are here," he strongly suggests.

Fury chews on his toothpick. "Yes, lets. You call me and now I have to deal with the fact Norman Osborn, of all people, is the Green Goblin. Do you know the sort of shitstorm that is about to fall down because of that?"

"If you had bothered to listen to the facts on this already you would know the sort of 'shitstorm' Mr Osborn has already brought down. I want these supervillains away from my students. Locking them up is your job. I want to make sure Dr Warren is caught so these sort of reprehensible experiments are stopped. Catching people like him is also your job."

"I am aware of what my job is," Fury says with one narrowed eye, clearly annoyed at being lectured at. "Question is I wonder if you have been doing your job."

"In what way?" Charles asks, not quite understanding what the man is pushing at.

"I recall when you had me haul away Parasite his mind was rather... _empty_ of certain things," Fury reminds the Professor of that.

Charles did indeed wipe away the stolen memories Parasite took. It was necessary. "I do what is needed to protect those under my care. The difference between you and I, Colonel, is that I only do it as a last resort and I always find it extremely uncomfortable," he responds, making clear what he believes the differences are between himself and the SHIELD Director.

How is this relevant to this you may ask? Well lets just say Osborn is going to have a very hard, see impossible, task of remembering who Spider-Man is. Will it hold in a mind as disturbed and broken as Osborn's? Not even Charles is 100% certain but for Peter and for the protection of all who know him it needed to be done.

"Tell me about the clones," the Colonel demands, choosing to move the topic on since he pretty much got the answer he expected.

"What is there to tell? They were deeply flawed, genetically and the stress of the last couple of days was too much for them. As per Spider-Man's request their remains will be incinerated so this can never happen again."

Another lie to protect someone important.

"Another person you're protecting. Didn't realise he was another student," Fury comments.

"He's a friend and a good person. That is all the reasoning I require."

"You've changed," Fury remarks. "Before Apocalypse you were not this...clinical," he phrases it as.

"And I see no reason to discuss what Apocalypse did to me with yourself, Colonel. I respect the legal authority you possess but I do not agree with many of your methods. Now I will give you everything I know about what has happened. I will hand over the criminals involved and that will be our business concluded," Charles states clearly, wishing this to be over and for this man and his agents to leave the school asap.

"Not quite. Elizabeth and Mark Allan," Fury raises.

Charles leans back in his chair. "Prison is the last thing Ms Allan requires. She is emotionally delicate but I do believe she can be rehabilitated. Is that not preferable to simply locking her away?"

"Not as keen on her brother?"

"Mr Allan is unrepentant and would be a disruptive influence. I can only help people if they wish to be helped. He does not, despite my best efforts to reach him," he regretfully informs the grey haired man. And Charles really did try but Mark would not listen. Released he would simply revert to his criminal behaviour...and worse drag Liz down with him. She can be saved. Talking with her, with Ms Watson present, Liz even agreed to stay at the Institute. It's going to be tricky. She is delicate but he's worked with people in worst states.

Fury chews it over. " **If** I leave Ms Allan here, in your care, her behaviour becomes your responsibility. She crosses the line I come see **you**. Are we clear on that?"

"Crystal," Charles accepts the responsibility.

"One of these days you'll cost me my job," Fury mutters at how he keeps making deals with the X-Men(when mutants aren't very popular) but truth is he respects Professor Xavier and his work and would rather see if the Allan girl can be made into a useful member of society rather than just another superpowered prisoner with all the costs involved in that.

"As at odds as we can seem at times Colonel, I actually do not wish that," Charles says truthfully. Sort of better the devil you know situation.

* * *

 **Star Labs, Metropolis…**

With SHIELD arriving at the mansion it tends to be better if Clark isn't around full stop. Besides he had to follow through with his idea of what to do with the clones.

And that was hand them over to Star Labs. After all Patricia and Dr Swann set up the whole company to aid him and right now what he needs aid in is somewhere secure to contain the 3 unstable copies of his friend. A place with the scientific expertise to help them if they can be helped.

Star Labs actually has both capacities.

Though the holding people securely is a newer one. Apparently it was added very recently...on Patricia's orders.

Black Swan, once again, playing God with Clark's life. Using her ability to foresee the future to set things up for him.

And the most annoying part is in this case it really is helpful to him.

Clark doesn't really want that. He wants to find Patricia and help restore her to sanity...or at least stop her playing with his and his friends' lives like they were all pieces on some giant chess set.

"Are you sure this is a good idea?" Nightwing, the protector of Metropolis, wonders as she stands with Superman, checking over the holding facilities and their new guests. Guests who are still unconscious because of course they sedated them. Weren't going to move them halfway across the country while they were awake and able to fight.

"Good idea? No," Superman admits. "Just not swimming with options. I can't hand them over to SHIELD without giving away Spidey's identity and the Institute is not a prison. Besides if they can be helped in anyway this place has the best expertise to try," he makes his arguments.

"Alright but if they escape and cause trouble in my city I'm holding you responsible," she warns him.

"I am responsible for a lot of things," he says in a soft voice, heaping blame on himself for a multitude of sins...which he really shouldn't do but it's where his mindset is at the moment.

Nightwing looks at him strangely for a second. "I still don't get why here though," she airs her thought. "Star Labs has numerous facilities across the country. Don't they have that big fancy one in Central City? You know the one building a state of the art particle accelerator."

"Because when I called Ms Crosby asking for Star Labs' help this is where she told me to bring them," Superman responds. "But maybe you answered your own question when you mentioned the accelerator," he argues since that must be consuming a huge amount of that Star Labs' resources. "But if you need a further explanation I suggest you ask Patricia...assuming you can find her. Believe me I've tried and it's damn near impossible. She always knows when I'm coming and makes herself scarce. The only times I see her is when she needs to use me for something," he says bitterly.

Andrea knew about Patricia, the Black Swan because Clark wanted to warn her not to trust the woman. Looking out for his friends as always. The woman had a lot to answer for no matter the fact she's probably gone completely insane.

"Superman, Nightwing," their attention is drawn by a voice calling them.

"Dr Hamilton," the alien hero greets the man back. "Thank you for all this. I know it was short notice," he says apologetically.

"As you are no doubt aware, Superman, Dr Swann created all of this for you. We are at your disposal."

Clark is extremely uncomfortable. He was never happy with all of this just for him. He only ever accepted on the condition it also aided his friends and allies. The X-Men, Nightwing as well since this was her city. "Still I should say thanks," he says again.

"You are welcome," Dr Hamilton accepts it.

"I'll make sure everything we managed to learn about the clones is sent here to you. I hope you can help them."

"We will certainly try...and also be assured everyone working with them will be on the highest security clearance. No information pertaining their appearance will ever leave this facility. You can assure Spider-Man that all safeguards regarding this will be in place."

"I'll tell him," Superman says. Of course they don't know who Spidey is. Peter's name is never going to get mentioned but once you have the face and enough time and patience you could find it out if you put the effort in. "If there is anything you need correspond with Dr McCoy. He'll make sure I get the message," he adds on but that's repeating something already in place. If they want to contact him it's through the Institute.

"No problem," Dr Hamilton assures him.

With that Superman and Nightwing leave the building. Once outside Clark has one last thing to say.

"Thank you Andi," he says. "For your help in all this."

"What are friends for," she replies easily.

"Just to say it if you ever need help with anything don't hesitate to call," Clark tells her.

"I'll keep it in mind," she says.

Clark gives her a salute and one of his lop-sided grins before vanishing in a gust of wind. Andi can never figure out if he's running or flying when he leaves like that. She also wonders from time to time whatever happened that they didn't quite 'hook up' as one might say. It's like she's missing something that had Clark pull away...or maybe it just wasn't meant to be. Dwelling on the past is stupid. If hanging onto her near crippling grief over her mother for too long taught her anything it's living in the past is no way to make a life for yourself in the here and now.

After all she has a pretty good life now. A decent job at the Planet, good friends...if once counts Lois Lane as such even when she drives you up the wall or are saving her in your hero guise because she's pissed off the wrong people.

Andrea shrugs. What the hell. Could be worse.

* * *

 **At the Institute...**

Upon returning to the mansion Clark finds SHIELD gone and taken Shocker, Barrage, Molten Man and Osborn away with them.

His first task is to update the family on the clones...well Mrs Parker and Jessica. Peter was back at his bedside vigil down in the infirmary but he will inform his friend of all this later.

"So are they ok?" May asks him.

"They were still asleep when I left but they should be fine. I know this was not an easy decision to have suddenly dumped on you," Clark says sympathetically.

"They're too dangerous not to be locked up," Jessica sighs. She's sad. They're her siblings, her brothers but even she has to accept how lost they are. "Though I'm surprised you have this much pull with a company like Star Labs," she comments.

"Star Labs is owned...was owned by Virgil Swann. He bought it and built it up for the sole purpose of aiding me."

"He knew about you?" Jessica queries curiously, seeking to confirm the only assumption she can fathom from that.

"Dr Swann knew about me long before I arrived on Earth. There were messages and prophecies foretelling my arrival and he was part of a group called Veritas which was set up to find me and look after me...only they never found me. I was found by my mom and dad instead...which was far better," in Clark's opinion.

"Huh," Jessica says, her mind thinking of many other questions she has to ask in regards to that.

"Well thank you for the suggestion, Clark," May says gratefully. "I think it's probably the best we could come up with on such short notice," she accepts that it's far from the perfect solution but will suffice until they have all had time to absorb this and contemplate if there is a better alternative.

"Better than SHIELD," Jessica grumbles. "Otherwise they'd know who Peter was."

"There is that," May agrees.

"Like I said they're in the high security area of the lab. People there are closely screened so it shouldn't get out and with any luck they can find a way to correct the genetic mutations they have endured. I'll make sure you get regularly updates if you wish," Clark says.

"That will be fine, dear, thank you."

"And if you ever wish to see them I can arrange that too. I can pretty much get anything I want if I ask. Don't know if I like that or not," he contemplates the consequences of such a thing.

"Better to have fiends than to be alone," May recites a little bit of wisdom.

"Yeah...when that 'friend' happens to be the Black Swan I'm not sure it counts," Clark gives his view. "Anyway that is my problem. What about two? You staying for awhile?"

"No," May answers. "Peter will be for obvious reasons but I'd like to go home and see about getting Jessica here settled in. We have a lot to do. A whole wardrobe for her for a start."

"Aunt May!" Jessica whines. "I'm not a child," she complains.

"As you said yourself Jessica, you've only been alive just over a month so technically you are a child," Clark smugly points out, just to be annoying.

"Exactly," May says in agreement.

"See if I remain your friend," Jessica gripes at Clark who sticks his tongue out at her. "Oh very mature," she remarks rolling her eyes.

"Though seriously have you come up with a story to explain Jessica?" Clark wonders.

"I was talking with your mother, Clark and I think we were going to go along the lines of something similar to your sister," May answers.

"Long lost sister, given up for adoption?" Clark summarises the story they made up for Claire.

"More or less," May confirms. "In fact I recall Richard and Mary discussing wanting a daughter after Peter was born," she remembers about Peter's parents. "And when Mary was pregnant with Peter, before they knew the sex, if it was a daughter they were going to call her Teresa."

"Really?" Jessica says, her interest peaked.

May nods.

Wow, that was interesting. "Ok but before we go can I ask you something Clark?" she requests.

"Of course. You can ask me anything. You are my friend after all."

"I am?"

"What else would you be?" Clark asks her rhetorically.

Jessica feels all warm and fuzzy inside at that. She shakes it off. "Ok my question is; since when the hell did you start flying?!" she exclaims because he couldn't fly last she remembered from Peter's memories.

"Language, Jessica," May chastises her.

"But...I've been dying to ask but we just so busy!" she defends herself. From the moment she first saw him do it she's been dying to know.

Clark chuckles. "You're definitely not Peter. You're worse than he is."

"Hey!"

Clark just laughs more. "Ok, I'll tell you. It only involves my near death and that of 40,000 other people."

Jessica's eyes light up. Ooh, this is gonna be good. Not the almost dying part of him or all those other people but it sounds like a great story...and gah! She babbles even in her head. On the plus side she's pretty certain she inherited that from Peter and therefore can blame him. In fact she's gonna go with she can blame Peter for just all her flawed personality traits...or at least that's the story she's got and she's sticking with it.

* * *

"I know we've had only a brief time to get to know each other Captain Stacy but I hope you can see the benefits of my school, even if we have to...tread a thin line in regards to the law now and again," Professor Xavier is saying to the police Captain from behind the desk in his office.

George was there, along with his daughter and MJ.

"I'd be lying if I said I was entirely comfortable," Captain Stacy admits. "However, considering I have been keeping Peter's identity a secret from my colleagues for years I do understand the thin line you mention."

Charles nods. "Well SHIELD has taken the criminals into custody for now. Unless there is something else immediate perhaps you would like to go home."

MJ clears her throat to signals her desire to speak.

"Yes Ms Watson?" Charles permits her.

"Can I stay?" she asks before going on to clarify. "It's just...Liz," she mentions.

"Yes?" Charles pushes for further information.

"You said you were going to let her out," MJ mentions.

Charles nods. After her first step reaching out to Ms Watson earlier he had talked to the lost young woman. She didn't say much but in the end, when offered a room to stay here, she did not refuse.

"She's delicate," MJ describes her friend as.

"I am aware...and believe it or not Ms Watson I have plenty of experience with young mutants struggling to accept what they have become," Charles feels a need to point out.

"I know. It's just...I think she'll be less likely to...probably not the best phrasing here," she mutters, "… 'freak out' or try and run if I stay with her. At least until she feels more...comfortable," she chooses as a descriptor.

"If you feel this is the case I have no objection," Charles says. "But you will need to inform your guardian."

MJ cringes slightly at that. Her guardian was her Aunt Anna who was not all that tolerant of mutants. Not outright bigotry but a distrust of such people and the powers they possess. Frankly it was an attitude MJ herself probably had to some extent...until she saw Liz transform before her eyes. That sorta thing can give you a nice healthy, metaphorical smack round the head because all MJ wanted since it happened was to help her friend. It didn't matter at all that Liz was now a mutant. It never occurred to MJ. All she saw was her friend in trouble and in need of her help.

However, trying to sell that to her Aunt...oh you know what MJ's 18 now. She practically an adult. If her aunt has a problem then tough.

* * *

Before Gwen and her father depart they both want to check in on Peter and say their farewells but after being led to the infirmary they find him huddled up in the corner, Kitty in his lap who is openly sobbing into his chest while he tries to calm her down and reassure her.

Gwen is now feeling really bad. She was so mean to the girl. God how does she start to make up for that.

As for Kitty...poor Kitty. This is only the immediate aftermath and shock of what she has endured. No-one has even gotten close to telling her that the symbiote is still bonded to her, in her blood.

And considering her state telling her that is probably days away at the least.

All right now that can be done is what Peter is doing. Holding her, promising her that's he there and that she's not alone, that he loves her more than anything in the world.

Peter swears he'll see her through this no matter how long it takes.

* * *

 _Author's Note: I think that deals with some of it for the short term….and I make no promises that Norman will not remember one day who Peter is. In fact it's not much of a spoiler to say it will definitely come back to him one day. I almost had SHIELD ship away the clones as well but then remembered that Peter's secret identity has been spoiled enough for one day so, short of them escaping(which is always a possibility one day as long as I keep them alive) the other solution that came to me was to use Star Labs and lie to SHIELD that they died. Of course Peter does actually have a long lost sister now in the comics called Teresa. She was introduced in the originally one-off story Family Business but I do believe they've brought her into the mainstream now. As for Kitty, remember when the Professor saw the future and that Kitty had become the Shroud, he noted she looked much more burdened and weighed down as if she had been through many difficult experiences. I reckon this counts right? Thanks to everyone who wrote reviews. Next up; Jonathan Kent's Inauguration Day as Bayville Mayor(What are the odds that goes smoothly?)_


	12. Chapter 12

Chapter 12

 **At the Institute...**

T'was the morning of the day of Jonathan Kent's Inauguration as Mayor of Bayville so as you can imagine the Institute was a chaos of activity.

No matter what had transpired last week this could not be postponed. This needed to be done for the sake of the city and in the hope of better human/mutant relations.

That doesn't mean the other problems from last week have been forgotten. Absolutely not.

For example Mary Jane was still staying with Liz. A few days turning into a bit longer than that because Liz was finding it incredibly difficult to connect with anyone. She had been so loathing of mutants which turned into loathing of herself after she became one.

Now she was living in a school full of mutants. She had no idea how to make that work so it had really been up to MJ to try and be a bridge for Liz.

A bit strange for MJ herself. She had never been around mutants before. It was quite a learning experience. She supposed the number one lesson she had learned is just how normal they all really were. It sounds stupid but she had never really imagined how mutants go through the same day to day stuff ordinary people do.

Back to Liz though, MJ considered it a success that she got Liz to join in for the meals. Liz would just sit and quietly eat, clearly on edge and uncomfortable but she wasn't freaking out or other some such. It was progress. Slow but there.

Staying here also meant MJ got to spend time to talk to Peter about all those weird things that happened around her. He was still here for Kitty...who, very sadly, was still an absolute wreck. MJ felt terrible...and useless. After all what could she do to help?

In this case very little.

* * *

What MJ is unaware of is the tension between Peter and Kitty's father; Carmen Pryde. Her parents had come as soon as they could after they were told what had happened and Carmen was not a happy man.

He had never been 100% approving of this relationship to put it mildly. After being kidnapped by Venom and discovering that the boy his daughter was dating was Spider-Man he had worried about Kitty's safety...and said so to her...which hadn't garnered the best reaction from her, he will concede.

She called him a jerk.

So for the sake of his relationship with his daughter he had decided to tolerate it but look at her now. Curled up on the infirmary bed, one of her stuffed animals clutched to her chest in a death grip, periodically crying. She was pale and too thin...and there never that much of her to start with. It was heartbreaking to see his precious daughter like this...and this time he couldn't see how there was anyone to blame but Peter Parker.

The only reason this Goblin character targeted Kitty with another symbiote was because she was dating Peter. If Kitty hadn't been dating him the Goblin would not have cared less...or so Carmen thinks.

The only reason...the only reason he hadn't had it out with Peter in forceful terms was because he had been told that the last thing his daughter needs is to see her father and her boyfriend yelling at each other.

That was his wife's argument...and she was right but believe you him this is not over. As soon as Kitty is well enough and as soon as Carmen can get Peter alone there will be words!

* * *

Not that Kitty is really aware of this. She's barely aware of anything beyond her living nightmare. She couldn't sleep because every time she closed her eyes all she could see was the horrible thoughts and feelings that came from Carnage.

The only light in all the darkness was Peter. It was the one thing she could cling too because she could remember...when she was Carnage, Peter there, fighting to save her. She loved him so much. It was just about the only part of her that could cut through all the madness and horror the symbiote brought; her love for Peter.

"Peter?" she queries in a tiny voice. Thinking of him bringing to mind a desire to have him near.

"I'm here," Peter reassures her, taking her hand and kissing her on the cheek. "I'm not leaving you, ever," he promises.

"It won't stop," she says with a half-choked sob. "All I can see..." she squeezes her eyes shut as tears slide down her face once again.

Peter strokes her hair. "I know. I know," he says, struggling to keep his own emotions in check. "But you'll get through this sweetie. I know you will. You're the strongest, most courageous woman I know...and that's just 2 of the reasons I love you so much."

"I love you too," Kitty whispers. "Hold me?"

"Forever," Peter promises as he wraps his arms around her and holds her tight.

* * *

Looking on, sad expressions on their faces are Hank and Charles. It broke both their hearts to see the lovely, vibrant woman Kitty is reduced to this.

And the sad, sad truth was that there was very little that could be done except to slowly try and help Kitty comes to terms with it.

The Professor had found, like with Venom and Brock, that he couldn't erase the memories...or at least not easily nor quickly.

" _What is the state of the symbiote?"_ Charles inquires telepathically so as not to have Kitty hear. They hadn't told her yet that it was still there, insider her blood. It only took a second's glance at her condition to figure out why they couldn't tell her right now.

Hank sigh, both mentally and actually. _"It's still dormant...for now."_

" _You doubt it will stay that way,"_ Charles picks up.

" _I have very little knowledge on this entity but from what I can analyse I can't see any particular reason why it is dormant. I can only assume the genetic purifier it was exposed to has damaged it in some way I can't analyse...but truth is Charles I'm guessing over this a great deal. As long as the symbiote remains within her the possibility it could 'wake up' will always be there."_

Charles can pick up an unspoken determination to find a way to remove the symbiote. It's one he shares but how to do so when it is as bonded to Kitty as it is. It was literally made for her. Charles has seen just how entangled the DNA strands are. It's almost impossible to determine where Kitty ends and the symbiote begins. He's certain they can figure out a way to remove it given enough time, the optimist in him but removing it without severely damaging Kitty's own DNA stands…

It's probably best not to think too hard on just how long a shot that is right now.

"I have to get ready to attend the Inauguration," Charles says out-loud.

"Of course," Hank says in understanding. "I've already given Jonathan my best wishes for the day," he reports. He, himself, will, of course, be staying here to continue to monitor Kitty's condition...along with his usual other tasks. Like check in on Polaris' mother; Suzanna Dane. Yes, she was still here because whatever Magneto and Polaris were up to with their hidden mutant nation it meant neither had come back for the woman who was still in her coma. They had arranged all the proper care she needed 24/7.

There was little else to be done for the woman right now. The only hope of a recovery was, perhaps, Chloe and her healing abilities. Though that would require Chloe to be a master of them which she is still a long way from. The golden skinned girl was less uncomfortable with herself now but she still had some ways to go before she had fully accepted her mutation, appearance and the gifts that came with them.

Also today was a very busy day for her being that she had been Jonathan's campaign manager and still helped organise a lot of the day to day activities for him. Kept her busy and out of trouble...mostly.

* * *

 **Queens, New York...**

Speaking of trouble, it is a subject that has Clark heading to the Parker Residence before the ceremony in Bayville. He is greeted at the door by the newest resident of the property.

"Hello Jessica," Clark greets the brown-haired girl, taking a moment to see what a week living with her aunt has done for her. Still dressing in ill-fitting clothes apparently...or more accurately still trying to dress like Peter on a body that is more slender and slight. He guesses it'll just take time for her to find her own look.

"Hey Clark," Jess greets him with a huge grin. She's happy to see him.

"How are things?" Clark inquires out of ingrained politeness.

"Oh fine. Come on in," she invites him. As Clark enters she continues, "You know Gwen actually came over the other night and we talked. How weird is that?" she asks him because she sure found it weird since she has all of Peter's memories of Gwen.

"It's not weird, Jess. It's good," Clark corrects her. "It's good to have friends."

"I know, I know," she accepts with a shake of her head. "It's just from my perspective, all I remember is why we were so determined to keep things secret and now it's so out in the open. I feel...naked."

Clark arches an eyebrow at that.

Jessica's eyes go huge as her brain catches up with what she said. "Not actually naked. Not that I have anything to be ashamed of...I think because how do I know. I just remember being a boy...and now I'm not. Now I have women parts...and oh dear God please stop me from talking," she begs as her cheeks flush bright red.

Clark chuckles. "Now you know Jess, that like Peter, it's impossible to get you to stop talking. Not even I am _that_ powerful."

Jessica cringes. Utterly humiliated herself for the day; check. "So what brings you round?" she asks, hoping desperately to change the subject. "Aunt May's out if it's to see her."

"No. I'm here to see you. I need a favour."

Jessica lifts a single eyebrow. "Favour?"

"My dad's becoming Mayor today."

"So I heard. That's great that," Jess gives her opinion.

"Well I need to be the dutiful son by his side so whatever happens, I can't be Superman today."

"You think something is going to happen?"

Clark gives her a look.

"Of course something will," Jess says in resigned tones. "Sorry I forgot this was us we were talking about for a moment there. But surely you don't need me. Not with all the students from the Institute there surely."

"You possess something no-one else does."

"Sparkling wit and drop dead gorgeous good looks?" she quips.

"Spider-sense."

"Way to shoot me down there, dude," Jess gripes, not entirely seriously.

"Yes because, of course, self-confidence is something you lack," Clark drawls sarcastically.

"You'd be surprised," Jess murmurs to herself.

"Look, I realise it's a big favour. If something does happen Spider-Women will almost certainly been seen for the 1st time in public. Hopefully nothing will happen...but as you said this is us we're talking about...and you know, you and Peter are two of the people I trust most but what with what is going on with Kitty's recovery still he's not in the best mind-set to be asking favours nor would I if I could avoid it."

Jess' face goes all soft. "You trust me?" she asks, in a small, hopeful voice. "Even though I'm just a flawed copy of Peter."

"Jess, you're not a copy of Peter. You're your own person. Sure genetically you are Peter's twin...well to be technical you're his daughter..."

"Oh please stop," Jess says, holding her stomach and looking rather queasy. "Never, ever use the words Peter and daughter in relation to me again," she warns him.

"Sorry," Clark says sheepishly, rubbing the back of his neck. "Sometimes I babble. A bad habit I picked up from a certain someone I won't mention."

Peter, Jess knows.

"As I was saying you may be Peter's twin sister," he phrases it as this time, "but genetics alone only determines part of who we become. The rest is choice. Twins, even identical ones, don't always end up being exactly like each other and back to your question, yes I trust you. After the way you acted when we first met you've more than earned that."

Jess find a smile creeping up her face. It feels so nice that Clark trusts her like this. "Ok. I'll do it," she agrees.

"Thank you," Clark says gratefully.

"I'll have to interrupt my Doctor Who marathon in an attempt to catch up but these are just the burdens I have to face I suppose," Jess faux-gripes.

"Oh poor you," Clark offer his faux-sympathy.

"Just remember, ever use the description of 'daughter' around me again and I'm ending this friendship," she promises him.

"Oh come on!" Clark complains. "You can't say stuff like that and not expect me to," he whines.

Jess rolls her eyes...yet smiles at the same time. Despite all she is going through to come to terms with her existence she is really, really happy she gets to call Clark her friend.

* * *

 **Bayville City Hall...**

Just because Jonathan was persuaded to run to help his friends and the students he had come to love does not mean, for an instant, he enjoys any of this dog and pony show. Dressing up in a nice suit, standing in front of a crowd as he takes the oath of Office of Mayor.

After all, usually, this is done inside with a few officials and a photographer to record it for prosperity but due to the nationwide event the contest had become due to the mutant issue Jonathan was having to go through this, in front of the world press apparently.

Right now the Kent family were all inside the building just waiting for the ceremony to start. Martha was doing that motherly thing of doing last minute checks of clothing and straightening out what was even slightly off.

"Mom!" Claire whines as she fidgets. It was bad enough she had been forced into a dress and even worse; heeled shoes. She didn't need her mother adjusting it constantly.

Martha ignores her and checks on the holowatch strapped to her daughter's wrist. They used it to hide her unusual orange eyes and alter her hair colour a few degrees so it matched Martha's own. She then brushes a few of the long locks back and smiles at how beautiful her daughter looks. "You look lovely, honey," she tells her. "But just remember, no swearing today," she reminds her rather foul mouthed daughter. No matter how hard she tried Martha couldn't seem to stem the cursing.

"Yes mom," Claire says with an annoyed roll of her eyes.

"That's 'yes mom', sir to you young lady," Martha jokes in a semi-serious attempt to sound like an officer.

Claire manages to keep her response to mutterings under her breath as she slips on her own pair of unneeded glasses, just like her brother, whom she 'borrowed' the idea off in the first place.

Martha moves on to her son, taking a tissue and cleaning off what she thinks is a slight smudge on his cheek.

Clark is certain she's imagining it but indulges her with only a slight expression of embarrassment.

Right then Sean Cassidy walks up. After all he and Logan were in charge of Jonathan's personal security and had been ever since that incident during the campaign where Jonathan was assaulted by Robert Kelly supporters.

"Everything set?" Professor Xavier asks the red-haired Irishman, slightly on edge and nervous. This was a momentous day. Just like when Lilandra became Smallville's Mayor but somehow feels slightly bigger. Not that he is trying to belittle Lilandra's achievement or anything but as he said, somehow this feels bigger.

On an aside Charles' relationship with Lilandra is sort of on hold. It's just he's busy with his work, she's busy with hers, they live a thousand miles apart...and there was just something...in between them. A barrier of something unspoken. Something Lilandra, in particular, doesn't want to talk about...whatever it is. Yeah it's all really that vague sounding so as he said; on hold.

"Yep. Everything is ready," Sean replies in his strong Irish lilt.

Charles looks to Jonathan. "Just remember Jonathan it's all just like we rehearsed," he reminds his good friend. They've practised this whole thing out numerous times.

Jonathan nods. Martha gives him a reassuring kiss on the cheek while Clark and Claire give him encouraging looks of support. None of it eases his worries he'll screw up.

Taking a deep breath Jonathan leads the family out the main door and to in front of the gathered crowd in front of the City Hall.

* * *

And sitting upon a rooftop with the best view, like ever, is one costume clad hero known to herself, if not the rest of the world just yet, as Spider-Woman.

Jessica had to say the look of this crowd just screamed trouble. It was too much to expect respectful attendance, not when the number one issue during the Mayoral Campaign had been mutant rights. Not when Kelly had blown the dog whistle and appealed to the lowest base instinct possible of racial hatred and bigotry.

Yes, she had read up on the whole thing.

Anyway, below her you had the two opposing groups. The pro and anti-mutant protestors with a small army of police trying to keep it all civilised...and is that a Nazi flag?

"Geez, these sort of gatherings always bring out the finest people," Jessica mutters to herself sarcastically. Nationalists, neo-Nazis, white-supremacists, Friends of Humanity nuts. Yep, yep all the great and good...and her sarcasm measuring machine just exploded right there.

Course Jess reckons it wasn't really them Clark was worried about when he asked her to do this because there are extremists on the other side. Mutant extremists, like Magneto and his ilk and if they choose to cause trouble they have a variety of superhuman powers to back it up.

Well Jess is going to keep her fingers crossed that she really isn't needed at all today and that she can just enjoy the spectacle like everyone else. It may be a forlorn hope considering their track record but it's always better to be the optimist rather than the pessimist.

She sees Mr Kent getting ready to take his official Oath of Office, sworn on the Bible. This is the really drab bit. Important, legally but it's the speech he'll make afterwards that should be the good part.

' _I should have brought snacks,'_ she mentally laments to herself. Too late now. She'll just have to go hungry. The glamorous life of a superhero...not.

* * *

 **At the Institute...**

Carmen Pryde did say he would wait until Kitty was well enough before he had words with Peter Parker but the chance to catch the young man alone in the corridor after he went to the bathroom was just too tempting an opportunity to turn down.

"I knew something like this would happen," Carmen just jumps right to it in angry tones. "I knew you were trouble," he accuses Peter. "But Rebecca and Katherine both said you were worth giving a chance to...and I'll admit you were better than that Alvers boy, though that isn't saying much," he says snidely.

"Mr Pryde," Peter tries to say back...but struggles to think of what to say. After all he did blame himself for what has happened to Kitty. "All I can say is that I'm sorry."

"Sorry?" Carmen scoffs. "You think sorry is enough?" he asks, pouring scorn all over Peter's apology. "You promised me you would protect her!" he reminds the young man, going as far as to jab him in the chest with his finger.

"I know," Peter whispers, his guilt clear as day.

" _You know,_ " Carmen repeats the words with a sneer. "That's the best you can come up with?!" he says with scorn. "As soon as my little Kitten is well enough we'll be taking her home and far away from you and..."

"Daddy! That is enough!" a voice practically roars.

Both men turn their heads to find Kitty up and on her feet and standing in the doorway, a very angry expression on her face...and usually even when she is angry she comes across as pretty cute but this face was different. There is something much harder, much...colder in her eyes.

"Kitten, you shouldn't be up!" Carmen exclaims. "Where's your mother?"

Said woman appears behind her daughter, her arms folded across her chest. "Perhaps, Carmen, you should have chosen to yell at Peter somewhere other than outside the door," she suggests, clearly deeply annoyed at her husband.

After all that is what got Kitty up. She heard her father, yelling...accusing Peter and something inside her snapped. She could not...would not just lie there and let her father get away with this crap.

Carmen internally cringes but his outward expression is stoic. He won't back down when he thinks he's right. "I'm sorry you had to hear that Kitten but the truth is..."

"Daddy, for once, shut the hell up!" Kitty snaps at him.

Carmen is taken aback. He's faced his daughter when she's angry before but she has never, ever talked to him like that. "Don't you talk like that to me young lady," he snaps back. "Rebecca," he calls on his wife to back him up.

She shakes her head. "Oh no. You got yourself into his hole. You get yourself out of it," she tells him that he's on his own.

"Thank you mom," Kitty says, gratefully. Her hardened blue eyes fixate upon her father in a penetrating glare. "You know daddy, you're right. I shouldn't be up. All I want to is to crawl into a hole and hide...or try to from everything I have to remember...but then you just had to go and be a jerk...again!" she mocks him. "I can understand protectiveness. I can even tolerate it but this..." she gestures at the picture in front of her, "I don't know what this is."

"It's protecting you! From him!" Carmen jabs his finger in Peter's direction again.

"None of this is Peter's fault!" Kitty shouts at him.

"He put you in danger!"

"I'm a mutant, daddy! I'm in danger every day just walking down the street. That would be true even if I was at home with you. And we've had this argument before. Right after that incident with Venom. I told you then Peter was not at fault. He did not create the symbiote. He did not free Brock from that Asylum. He certainly did not do anything to make Brock dislike him so. What Eddie Brock did he did to himself. As for this...as for...Carnage," she says, her voice shaking, she shakes her head to clear it, "Norman Osborn did that. Peter did not make the guy use my blood to create it. I love Peter. I will always love Peter and nothing can change that. Not you, not masked weirdos, not even the insane symbiote inside me!"

There is a collective intake of breath.

"You know?" Peter asks in shock and horror.

"That it's still inside me? Yes. I know," Kitty confirms. "I can... _feel_ it," she says with a shudder of revulsion. "It's asleep but it's there...and that's exactly why I can't go home. That's why I shouldn't be near anyone because one day it'll wake up and I'll be Carnage again...and I will destroy you all," she tells them what she believes to be the truth.

Peter strides over and holds Kitty by her arms. "That won't happen. I swear. We'll find a way to remove it," he says, desperate sounding.

Tears threaten to fall once again from Kitty's sad blue eyes. "Pete, I love you more than anything but I'm sorry, you don't understand. Carnage...is far worse then Venom ever was. I know. I remember. Carnage is Venom's child, so to speak. I know what both were like. I also...God," she cries, "I also know that the symbiote alone is not responsible for what I became. It's exactly that; a symbiote. Two beings joined as one. What it was came from me. It found a darkness I didn't even know I had and pulled it to the surface, twisted it...I'm sorry, I need to be alone," she says, unable to finish as she barges past her boyfriend and her dad and strides off, tears afresh rolling down her cheeks.

Peter is caught. What does he do? Does he go after her or give her space?

"I really hope you're proud of yourself," Rebecca lays into her husband in sarcastic, angry tones. "When we get home, just so you know, you're sleeping on the couch," she informs him before she too barges past.

That went well didn't it?

* * *

 **Bayville City Hall...**

The official oath taking bit was over. It was now time for Jonathan Kent to make his first official speech as Mayor. He stands behind a small podium with a microphone. His family stand behind him, along with other officials and councilmen and women.

Jonathan begins, "Some people would say this election exposed some distasteful divisions, not only in this city but in the country as a whole. I believe this election showed that despite whatever flaws there are the United States of America is still the greatest democracy on Earth. The simple fact I stand here, elected as Mayor is evidence of this. The majority of the people refused to give into bigotry and hatred. They vehemently rejected it. When those who wish to sow division tried to attack our mutant community, they weren't cheered. They weren't celebrated. They were arrested and faced the full weight of the law. The same applies to the attack on the night of the election result. Through it all democracy and the rule of law prevailed."

Jonathan takes a sip of water from a prepared glass before continuing. "All are subject equally under the law. I repeatedly said that during my election campaign. And I will treat all citizens of Bayville equally. Now that is not to deny that the emergence of mutantkind presents new challenges because I know it does. And right here, right now the hard work begins to make sure the new arrivals of mutants into Bayville integrate, feel welcome and contribute to ensuring our city thrives and prospers...because in the end we all desire the same thing. A safe community where we can gain a job and provide for our families. As your Mayor it is my task to ensure that is what happens."

A pause.

"Our city, which we all love, can be a beacon...an example to the whole world on how we move forward, together, human and mutant alike, whatever creed, colour, race or religion because the strength of the great nation comes from when all its people pool their talents and come together as one. That is when we achieve the greatness the Founding Fathers wished for."

Another sip of water taken.

"I have never been one for speeches," Jonathan quips getting a chuckle out the crowd. "As a farmer I know results come from patience and hard work, from attention to detail, from knowing that even the smallest task undone can lead to failure and that is what I will bring to this job. Nothing, no detail too small will be ignored any longer because it is only through ensuring even the smallest ideal can be fulfilled that you lay the solid foundation on which the larger ideals can be built upon. I pledge to you that from this very day the work to lay that foundation will begin. Thank you."

There is a ripple of applause and the Kents come together as a family for the pose as Jonathan waves and it looks like everything has gone smoothly…

...right until…

BANG!

Right until the explosion erupts in the midst of the crowd.

* * *

 _Author's Note: A concerned father was always going to lead to some sort of confrontation and explosion but who knew it would lead to the revelation that Kitty knows the symbiote is still there. As if the day would go smoothly for Jonathan. Please, that was never going to happen. Thanks to everyone who wrote reviews. Next up; Inauguration Day part 2._


	13. Chapter 13

Chapter 13

Moments before the explosion Spider-Woman's spider-sense had been buzzing like crazy. While it is a good warning of danger, it's not exactly a GPS feed or anything. It doesn't tell you exactly where the danger is coming from so she, like everyone else, was caught by complete surprise by the loud bang and the fire and the smoke.

Unlike most people she doesn't panic because her spider-sense is still ringing, which tells her this isn't over yet.

Under her mask her eyes narrow as she tries to pick up something amongst the panicking, fleeing crowds.

There!

At the centre of the blast. A hole has been created downward, into the sewers she is guessing but what is more important is that someone is climbing out of it.

Someone with a bright blue face, white hair and a cannon for a right hand. Well that's certainly a unique look. Doesn't take a genius level intellect to guess he's behind this. Time for Spider-Woman to save the day!

* * *

The man, and it was clearly a man, emerges into the sunlight, raises the cannon weapon and begins firing wildly around him. "DIE HUMAN FILTH!" he screams. "YOUR TIME IS OVER! THE TIME OF MUTANTS HAS BEGUN! YOUR PATHETIC RACE IS OBSOLETE!" he continues his rant above the noise of his weapon.

"Hey Papa Smurf! Up here!"

The man looks up as Spider-Woman swings in, kicking him in the gut, knocking him over as she lands in a crouch. She gazes at the man as he gets back to his feet.

"So what's the matter with you? The Blue Man Group kick you out? Don't handle rejection well?" Spider-Woman quips.

"You defend them?!" the man screams in outrage, pointing at the people around.

"Let me see," Spider-Woman ponders that, tapping her thumb against her chin. "Do I defend them or do I side with the lunatic firing indiscriminately at innocent men, women and children? Ooh, tough choice that one," she mocks him sarcastically, with an eye roll behind her mask thrown in for good measure. Seriously how can anyone be this stupid?

"THEN YOU CAN DIE WITH THEM!" he roars.

"Have you ever heard of 'Inside Voice'?" she asks him as she readies herself. She wiggles her fingers in preparation as he brings his weapon to bear upon her. She has to time this just right. Has to trust her spider-sense.

Now!

She fires her webbing from multiple fingers, right into the barrel, blocking it just as he fires. The result is kinda what you expect when the weapon backfires and explodes. The guy isn't much of a threat after that as he flies through the air, hitting one of the metal barricades that had been set up for today and lies there, unconscious.

Spider-Woman strides over to make certain that he is, in fact, unconscious. She pokes him with her foot. Nope. Nothing. Nadda.

The police rush in to surround the man.

"About time," Spider-Woman grumbles. Sheesh, where were these guys a minute or so ago?

Looking on Professor Xavier has a deeply edged frown on concern. This was exactly what mutantkind did not need right now. The explosion of mutants after Apocalypse had left things on the edge and yes, his X-Men had been working very hard to keep a lid on it along with Clark being the distraction he set out to be but still everything was on a careful balance. An incident like this...it could trigger a backlash. Another one.

While the Professor's concerns are real what may be about to come to his rescue is a sharp eyed, blond haired Detective. Maggie Sawyer's brow crinkled as she looked at the man. More specifically his right hand...and that's the point. Amongst the ruin of the weapon, bloodied and charred is a hand. This was just something that was fitted over the hand. It wasn't actually part of him.

Acting on a hunch she fishes out a handkerchief from her pocket, bends down and wipes the white cloth across the man's brow.

"What is it boss?" her partner, Lucas Bishop asks her.

Maggie shows him the cloth, now smeared blue.

Bishop looks at the man and the patch of normal, cream skin and concludes, "It's make-up."

Maggie nods as she stands up straight. "This guy's human," she surmises. "And I want his name, his address and his life history on my desk by sunset," she commands.

Bishop nods. You know despite being from the future he doesn't know everything that is going to happen. This incident took him as much by surprise as everyone else. For now he'll just do his job until the time he was suppose to land in comes. It sucks he landed in the wrong time period but he just has to make the best of it.

Maggie, meanwhile, turns her gaze to the costumed young woman with the spider motif. "And who are you suppose to be?" she asks.

"Isn't it obvious?" Spider-Woman asks back, holding her arms out to the side. "I'm your friendly neighbourhood Spider-Woman!" she announces cheerily. "See ya!" she bids her farewells as she fires off a webline and leaps away.

"I'm sure there use to be a time when my life was normal," Maggie mutters.

* * *

 **Elsewhere...**

All this was being watched in, what is essentially, a safe-house by the members of the Acolytes.

Remember those guys?

The green-haired daughter of Magneto; Polaris and her older half-brother; Quicksilver. Their sorta cousin; Puzzler. The feral Sabretooth. The two lovely but conniving Lady Masterminds. The grumpy thug of a young man known as Neutron. And rejoining them after some time organising her extremist Quebec Separatist Movement; Plastique. As one may recall she wasn't there in Paris that time they were chasing Gambit down. Her business back home was why on that occasion but her very life depended on being available whenever Magneto called.

They were currently taking a break in their hunt to track down Martinique and Regan's father; the original Mastermind...much to their chagrin and loathing. They hated their father. It was one of the things the sisters could bond over.

Quite some time ago Magneto had left Mastermind to infiltrate the Hellfire Club and Inner Circle for him but after Magneto 'died' at the hands of Apocalypse all trace of the mutant telepath had disappeared.

Magneto had no doubt, from his knowledge of the man, Mastermind was weaselling his way up the greasy, blood-soaked pole of power within the Hellfire Club. In one sense that was good. It was exactly what Magneto wanted. On the other had it was bad because Mastermind not on a leash was no good to him. He didn't get reports or information passed to him. Also Mastermind not under control was just generally bad.

"Oh great, another damn spider," Neutron complains in disgust at seeing the images of Spider-Woman. Spider-Man had previously put his ass in jail so he's not fond of wall-crawling heroes to put it very mildly.

Martinique and Regan roll their eyes. For telepaths, listening to this idiot's thoughts is trying to say the least. On the other hand one of the most interesting few hours they ever spent was with someone whose thoughts they couldn't read. Like that time they cornered Superman in that supply closet. Now that was fun.

"So why are we not interfering in this again?" Plastique wonders as she sips on some French coffee...which is far superior to the bilge you normally get in the US.

Polaris sighs painfully because it should be obvious. "Mr Kent is pro-mutant. He lives in the Institute for crying our loud. Why would my father seek to attack someone who is on our side? Also, since I know him from my time there I can tell you right now I would never, ever harm him. He's a great guy. Nice and kind. The 1st person here who even thinks of hurting him will find out first hand just how much like my father I am," she warns them off.

"Short stuff is partly right," Sabretooth adds gruffly.

"Short stuff?" Polaris grumbles at that description. She wasn't that short. She's only 15, going on 16. She's still growing for heaven's sake!

Sabretooth actually elaborates what he means, which is so unlike him. "The humans will turn on people like that, turn on each other and when they're busy and distracted fighting amongst themselves that is when we will strike hard and fast."

"Who are you now? Our father's Chief Propagandist?" Quicksilver says mockingly.

"Keep pushing your little squirt. Your father won't always be around to protect ya," Sabretooth threatens.

Quicksilver snorts. Sabretooth may be big and scary(or like to think so) but compared to himself the feral mutant is practically standing still even while running.

Polaris mentally groans. It seemed like a good idea at the time, leaving with her father. She felt he needed her after what happened with Apocalypse but seriously, some days, she really regrets she ever left the Institute. Maybe she could give her sister a phone. Just to, you know, catch up. Anything is better than having to listen to her brother and Sabretooth go at it again.

* * *

 **At the Institute...**

After what happened the rest of the day's events had been cancelled. Not that the new Bayville Mayor wanted to give in to terror but clearly the safety of the public was paramount and they couldn't guarantee that this wasn't just one lone nut-job.

The new 'First Family of Bayville' trounce in, Claire barefooted as she had already incinerated her high heels, claiming they were the work of Satan. How the hell her mother persuaded her to wear them in the 1st place she has no idea. "You'd think we'd get one day, just one day but nooooo. Fucking assholes," she curses in general people like this for not giving them a break.

"Yes, not quite as planned," Charles will concede but at least it looks likely right now that the perpetrator of this was human. Assuming that fact holds up they might avoid the usual anti-mutant backlash this time. "But it was a wise decision to ask Jessica for help, Clark," he praises the young man. Spider-Woman had put a quick end to that before too many people were hurt. Sadly a few dozen were but it all could have been a whole lot worse.

Clark merely shrugs though he was glad as well because otherwise the temptation to intervene, regardless of his secret identity might have been too great with innocent people in danger. That would have no doubt brought SHIELD down on his head again. After all he's pretty certain they were SHIELD agents amongst the crowd, undercover, just waiting to see if Superman showed up.

"This was some way to start my first day," Jonathan grumbles.

Martha leans over and rubs his back reassuringly. "Yes, it can only go downhill from here," she jokes in an attempt to lighten the mood...and it works, gaining a few laughs.

Jonathan kisses Martha's cheek as a thank you but still tomorrow, like he said in his speech, the hard work begins. He has to deal with District X and how neglected it has become. It doesn't get served by the same public services as everyone else expects. Mostly because few people, even the police, dare venture into it. He has to sort out the school and its still Acting Principal plus the thousand other things that need attending to in a city Bayville's size.

What has he gotten himself into?

* * *

Elsewhere in the mansion Jessica was looking for Peter. She thought, since she was in Bayville anyhow, she would check up on her 'twin brother'.

She had gone to the infirmary first since she thought he would be with Kitty but both she and Peter were not there. On Beast's advice she was told to try the Danger Room because last Beast saw of her 'brother'...and one day she'll think this without the quote marks...last Beast saw, Peter looked like he needed to punch something.

So Jessica got directions and was heading for the Danger Room. From Peter's memories all she can remember of this is that it was a training room. She can't recall Peter ever venturing inside to actually see it.

Jessica opens the door and steps inside...only to have her spider-sense scream loudly and she has to jump to the side to avoid a pumpkin bomb.

Jessica stretches out her hands, somersaults and flips back onto her feet to find the source of said pumpkin bomb. "Hobgoblin?!" she exclaims as she looks into that gruesome face mask as her villain hovers there on his glider.

"Aha-ha-ha-ha," the villain cackles. "I see my reputation proceeds me," he gloats with a gruesome grin.

"If that's your reputation for repeatedly getting your ass whooped then you would be correct," she insults him.

Hobgoblin sneers. "No-one likes a smart-assed girl!"

"I'll have you know my ass is many things. Cute and shapely spring immediately to mind," she says as she shows off her rear end.

"How about I blow Ms Cute and Shapely to smithereens!" Hobgoblin threatens as he swoops in low.

His mistake; underestimating her, clearly not knowing who and what she is. Otherwise he would never get close enough for her to leap up and hit him with a flying kick, knocking him off the glider and flat on his back on the ground. Jessica comes to stand over him.

"Who are you? The only person I've ever seen move like that is-hmmpff!" his words are cut off by a glob of webbing over his mouth.

"You don't know how much I enjoy doing that," Jessica remarks as she continues to web up the rest of him as well before she resumes her search for Peter. She spots him down the street..and yes it was a street. New York. He's battling… "1...2...3...4...5...plus Hobby makes 6. Idiot," she snorts. He's fighting the Sinister Six. Who in their right mind does that. "Oh wait I just answered my own question," she murmurs to herself. He's clearly not in his right mind.

"Spider-Woman to save the day again I guess," she comments as she sprints toward the fight.

* * *

Atop the mansion, staring out at the lights of Bayville is one Katherine Anne Pryde. She had wanted to be alone and certainly wasn't in the mood to speak to her father.

She wasn't sure what was in the mood for...except wishing for the hellish images in her head to go away.

She feels...revolted...at herself. Mostly because she can feel _it_ inside her. It was dormant and quiet but she could just...sense it was there.

She rest her elbows on the stone railings and buries her head in her hands.

"The light is stronger than the dark."

Kitty blinks. Who…?

She looks to her left and finds… "Illyana?"

The blond-haired demon-sorceress strides up until she stands next to Kitty, looking out. "The light is stronger than the dark," she repeats.

"What light?" Kitty asks, confused.

"Inside you," Illyana answers. "The same is true of Clark but he just can't see it right at the moment. I'm guessing neither can you."

Kitty rubs her arms. "That's only until it wakes up," she says in a shaky whisper.

"No. It'll still be true. Before was...well it can be overwhelming at first...or seem to be. I was lost for many years. It took Clark to find the light inside in me again...but still I'm more 50/50. You and he have a much stronger light within yourselves."

"I was a monster," Kitty says, her voice shaking worse than before.

"No. I am a monster. I know what one is when I see it...and I don't see it with you."

Kitty looks at the woman intently. "I couldn't control it. I wasn't me any more. I was...something new. Carnage is me and the symbiote as one being."

"Do you think I am the same Illyana Rasputin that was taken when I was 9 years old, hmm? That poor girl is long gone. I am something new compared to her. Parts of her are part of me and always will be. It was what Clark was always trying to get me to accept."

"When it wakes up I'll destroy everyone," Kitty says, the horror clear in her voice.

"Ah. Thinking of making a run for it are we? Tried that myself. Clark and my brother came to Hell to get me. Morons," she insults them.

Kitty manages a small smile at the insult. "Is that why you broke up with Clark?"

Illyana's smoky blue eyes rotate to look Kitty in the eye. "No. I broke up with Clark to save him."

"Save him? From what?"

"From me. I am the weapon of his destruction...and that is exactly what I would do if we remained together. Destroy him," she makes it clear. "To save him I had to give him up."

Kitty cocks her head slightly. "You...you love him," she realises suddenly.

"So much it burns," Illyana confesses, closing her eyes momentarily, almost as if that love is painful for her. "It burns at my darkness, making me fight to hang on to what light remains...oh!"

"Oh?"

"I just realised. The prophecy."

"Prophecy?"

"The Star Child will bring light to where before there was darkness. I just realised it's metaphorical. It's the light of his love, his desire to do good and to inspire it in others." Illyana laughs. "Oh by the Dark Lords. All the scheming and fear of Clark because they think he's going to destroy them and it's nothing to do with that at all."

Kitty scratches her head, slightly, no scratch that, very confused.

Illyana cannot believe how stupid she has been. How could she not see that before? Of course Clark wouldn't destroy them. He could never be that ruthless, even to the creatures of the darkness.

Well that is only true for as long as she isn't close to him. That truth remains, as far as Illyana has convinced herself it to be so. For him to fulfil that role he needs to be away from her otherwise she does believe what she saw in those visions will come to pass.

"Carnage is the weapon of Peter's destruction you know," Kitty says softly. "That's why Osborn created it."

"Osborn created it because he is insane," Illyana counters. "You are not me Kitty. You are not destined to share my fate. You don't have to give up Peter," she tells the phasing girl, knowing that that is where this conversation is heading.

"I don't know if I could. I love him so much. The idea of being apart...hurts. I guess I'm not as selfless as you."

Illyana breaks into guffaws. Actual guffaws. "Me?! Selfless?! That's crazy. I'm an incredibly selfish woman, Kitty. You don't become what I am without being so. Every dark, negative aspect of me is magnified, concentrated and poured into a form called Darkchylde. You've seen it. The me with the horns and the tail."

"Yet you gave up Clark," Kitty argues.

"I did because I saw the future in visions. I saw what he would become if I stayed with him. Dead, corrupted, a tyrant, lost in an eternal Hell, facing endless battle with my dark half." Illyana shakes her head. "I didn't even tell him that," she remarks. "I don't know why I'm telling you," she says, quite confused with herself.

"I don't know what to say," Kitty admits, having all this just flung at her in her current state. "I don't know what to do."

"I can suggest not running away. Like I said, I tried that. Peter will come for you. Hell Clark will come for you. He just doesn't know when to stop being the good guy. I may not know much about what it means to be human any longer but I do know that friends and family never give up on you. They always try...oh!"

"Oh?" Kitty asks at the repeat of before.

"That's why he had me join the New Mutants. He wanted me to have friends," Illyana explains her sudden revelation. "I never understood before."

"Until just now?" Kitty asks in amusement.

Illyana shrugs. "Gods I keep calling him an idiot but he has us all fooled with his naive farmboy act," she says, shaking her head in disbelief. "I, above all, should know better."

"Why should you?"

"Because I've seen inside his head. I've seen his memories. I should know how his mind works yet he even has me buying into that act of his. If we were still together I would tear all his clothes off and ride him until he's begging me to stop."

"Okay! I don't need to know that! I have enough horrible images in my head thank you very much," Kitty complains vigorously, shuddering. "Also aren't you mad at him?"

"I find cunning and conniving a turn on."

"TMI."

Illyana shrugs.

"How do you know so much about what I was thinking?" Kitty asks, suddenly realising Illyana seems to have a lot of insight.

"I know far more than sometimes even I wish. I see so much. I see more than just the visual when I look at people. I can see what's in their hearts. It comes with what I am," Illyana, answers, sad sounding.

"And what do you see when you look at me? Do you see the insane monster inside?"

"I know the darkness is there but like I said at the start your light is far stronger. If I can control Darkchylde then you can control Carnage," Illyana lays it out as she sees it.

"I don't think I can."

"You're wrong. You can."

"Is that your idea of a pep talk?"

"No. I'm just stating what I see."

"What are you doing up here anyway?"

"Clark once told me I was the best person to fight evil because I understood it better than anyone else. I understand that real evil comes from when you give up fighting and embrace the darkness. Like I did. I didn't want that to happen to you."

"But we...barely know each other," Kitty points out.

"From the day I arrived you've always been someone who was willing to give me a chance, even when you knew there was something 'off' about me but didn't know what. Even after you saw my other half you didn't change the way you treated me."

"Why would I?" Kitty asks, honestly perplexed why Illyana would think she would change her behaviour. To Kitty it never mattered all that much...as strange as that might sound. "I always try to get along with people and be nice. Clark once said it was one of the best things about me."

"Well he does manage to be correct every now and again," Illyana teases.

"Yes, once in a very long while," Kitty joins in on the teasing.

The two girls chuckle, finding something to bond over ie; the teasing of Clark.

It's not much but the fact Kitty can manage a chuckle is a sign she can conquer this.

* * *

Back down in the Danger Room Jessica and Peter stand back to back, breathing hard, sweat glistening on their skin, their clothes a bit tattered as all around them lie the fallen forms of the Sinister Six.

"You feeling better now?" Jessica asks her progenitor.

"Little bit actually," Peter answers.

"You know I only came visiting to catch you up on the gossip. Not fight a group of our worst enemies...though I'm not sure Mysterio counts."

"Yeah, you can never say enough how lame that fish bowl head of his is," Peter agrees.

"So want to talk about it?"

"Kitty's father hates me."

"And blames you for the whole thing?"

"Pretty much."

"He sounds like a jerk."

"That's what Kitty calls him."

"Well you see, there's proof of why she is great for you."

"And why I love her...but I'm not sure if that is going to be enough."

"Idiot," Jessica snorts. "All you need is love. John Lennon. Shot in the back. Very sad."

"You did not just quote Independence Day at me."

"It's a good example. When the aliens wiped out the cities did they give up? No. They came up with a stupid plan that would never work in reality and beat them."

"Your point?"

"Love like you and Kitty share is worth fighting for so come up with a stupid plan and fight for it."

"How did I ever get along before I met you?" Peter asks sarcastically.

"I wonder that too despite having your memories," Jessica replies cheekily.

Peter rolls his eyes. "And since when exactly did I become interested in gossip?"

"Well it's not gossip exactly. I was talking to Gwen..."

"Really?" Peter interrupts, interested now. "You spoke to Gwen?"

"Yep. She was kinda upset and needed someone to talk to."

"What was she upset about?"

"Harry. He's not taking his dad's arrest well. He's going around claiming everyone from Spider-Man and Superman to Jesus Christ himself are framing Norman."

Peter sighs. He, shamefully, had forgotten about Harry amidst all his worries over Kitty. "As soon as Kitty is a bit more stable I'll go see him," he vows. Harry is his friend after all but Harry has never been great at seeing Norman's flaws, even before the whole Green Goblin reveal situation.

"Though saying all that, on the gossip front, I did see Aunt May and Captain Stacy getting along really well. Like cosy well. The creepy sort of cosy for imagining our dear old aunt."

Peter looks at his clone like she's grown a second head. Captain Stacy and Aunt May?!

Seriously?!

* * *

The next day Detective Sawyer comes to the mansion to give an update to the Mayor on the investigation into the attack in front of City Hall.

Jonathan, along with the Professor, Logan and Sean are in Charles' office as the blond haired detective speaks.

"His name is Ronald Bruckman...and this probably may not be much of a surprise but he is a member of the Friends of Humanity."

Logan snorts distastefully. "Should have known."

"This wasn't like their previous attacks," Jonathan comments. "They were well organised. This seemed more like a 'Lone Wolf' attack."

Maggie nods. "Since their last 2 attacks, on District X and on City Hall on election night, a crackdown was instigated. Most of their leadership is currently in jail. It's left them disorganised, shattered, fractured into small groups. I suspect Mr Bruckman had some help with the weapon that was attached to his hand. There's nothing, so far, in his background that indicates he possesses the necessary skills to make it but I doubt we're talking more than a handful of people, at most, in this case."

"Thank you, Detective," Jonathan says gratefully. "I suspect we'll be talking more about this over the course."

"Of course, Mr Mayor. May I ask what your plans are for the day?" she wonders out of curiosity.

"Meet with the injured and then crack on with the job, like I promised," Jonathan answers.

Maggie nods. She likes Jonathan Kent. He's way better than the majority of smarmy, self-serving politicians she's met. Probably why she voted for him.

* * *

Down in the infirmary Kitty finally returns to find Peter asleep on one of the beds. He looks so adorable. She has spent the night thinking...and hanging out with Illyana. The girl was strange...yet Kitty knew that she understood the struggle erupting insider herself right now. It gave them stuff to talk about and weirdly Illyana did help a little.

Kitty walks over to the bed Peter is in and climbs up next to him, wrapping her arms around him. The movement wakes him up and blue eyes meet brown eyes.

"Hey," Peter says sleepily.

"Hey yourself," Kitty says back.

"Are you ok?"

"No," Kitty says honestly. "But it's tolerable when I'm with you."

Peter looks at her with a pained expression. "I'm sorry," he apologies. "About before, with your dad."

"You have nothing to apologise for Pete," Kitty tells him. "I heard the whole thing. He's being a jerk...still. I meant what I said. None of this is your fault."

"It feels like it is," Peter confesses.

Kitty runs her hand through his brown hair. "I should run away. I should make you feel disgusted at me, knowing what is inside me...but I can't do it. I love you so much. The only good part of me that was left inside Carnage was my love for you," she tells him. It's what she discussed with Illyana through the night and debated with herself. Whether to copy Illyana and leave Peter behind like the Russian girl did with Clark or just admit to herself she can't do it. That Peter's love is what she needs to fight this. That she needs the strength that comes from his love. From her words you can guess she chose the latter option.

Peter strokes her cheek with his thumb. "I love you Kitty. I could never be disgusted at you, no matter what."

They lean in and kiss before Kitty settles herself in Peter's arms, snuggling in deep. She meant it before. His presence is what makes the nightmare she is enduring tolerable.

"It'll wake up Pete. One day Carnage will return," she tells him, warns him really.

"We'll find a way to remove it before that happens," Peter vows, though he has no idea how to keep that promise.

"And if you can't?" Kitty just has to ask.

Peter doesn't want to think about it but figures he needs to say something so he does what he always does. Makes a joke. "Well I do know a great dentist for that overbite you develop."

Kitty snorts with laughter.

Peter smiles. As long as she can laugh he reckons things can't be all bad.

* * *

 **Smallville...**

Night had fallen over the small Kansas town...but not all was quiet. For one woman with short curly blond hair she was running for her life. Has been for days. She left Metropolis for this backwater town in the hope of hiding. It hasn't worked.

She was quite a striking woman but what stands out in the gloom of the back alleys is a necklace round her neck with a large blue stone that glows in the dark. Little does she know, yet, that that is the source of her current predicament.

Said woman swears profusely as she finds herself in a dead end. She turns round to try and find another way only to find her exit blocked...by these things. These creatures. That is what she was running from.

Hideous things, small in stature with greenish/grey skin, bulging heads, sharp teeth, and claw-like hands.

Then behind them a much larger figure appears in the shadows. Hard to see. Definitely feminine though.

"How do you like my pets?" the figure asks. A woman's voice.

"Pets?" the blond asks in disbelief, breathing hard.

"You're right. That's the wrong term. They're more like my subjects. After all I am their Queen," she replies, a hand reaching out and patting one atop the head. It seems to smile at the loving touch.

"W-what do you want?" the blond asks.

"Ah straight to it. Yes, it's probably better that way. The answer is simple. I want a trade."

"Trade?"

"Your life...in exchange for your necklace."

The blond grips the necklace hard in her hand. "My necklace?" she inquires. "It's...nothing special," she tries to play dumb.

The unseen woman snorts...loudly. "You have no idea what it is. I've seen you using it for you own petty, small wants and needs. You have no clue how to use even a fraction of its real power...and please, before you even try it won't work on me," she points out. "My mind is far beyond your meagre ability to control," she arrogantly boasts. "Now hand it over or..."

"Or?"

"My beloved subjects here have worked up an appetite chasing you," she says with sinister overtones as the creatures advance, grinning and licking their lips, eyeing the blond as their literal next meal.

"Stop! I order you to stop!" the blond tries.

The unseen woman guffaws. "That will never work. My subjects obey only me. Tick tock, tick tock, time's a running out," she sing songs.

"Ok!" the blond screams. "Ok! You can have it!" she relents. "Call them off!"

The unseen woman whistles and the creatures stop. "Now take off the necklace and hand it over," she commands.

The blond slips the necklace over her head and holds it out. One of the creatures snatches it from her and runs back toward the shadows. You can see the glow of the necklace as it it handed over and lifted up until it illuminates the face of the unseen woman. Stunning. Green eyes. Red hair. For anyone who didn't know better you would swear you were looking into the face of Jean Grey.

But Jean Grey never had the sadistic gleam in her eyes this woman does. "Now. Was that so hard?" she asks sarcastically.

"C-can I go now?" the blond asks.

"Hmm, what?" the Jean Grey lookalike asks before catching up with herself. "Oh, right. No."

"B-but you said?!"

"I lied," the Jean lookalike says back, her lips curving up into a sinister smile. "Enjoy your meal my beloveds," she permits them...and with that they attack en mass, enveloping the blond, their teeth and claws ripping into her flesh. Her screams echoing through the alley but there will be no-one to save her.

The Jean lookalike gazes at her prize greedily. "At long last, time to regain what was stolen from me." Her eyes flick upward. "What you stole from me _Jean_ ," she says, the hatred and loathing pouring off her. "So you better watch out _Jean_ because the future belongs to the Goblin Queen," she rhymes with a joyous cackle that can only mean very bad things are coming for one Jean Elaine Grey.

* * *

 _Author's Note: It was never planned to be a big disruption at the Inauguration but considering the record to date something needed to happen. And the Acolytes! Really, remember those guys? I decided to give them a little catch up. Recall in one of the visions of the future last story Kitty called Illyana her bestie and I wondered how did they become that(because I never really gave it all that much thought when I wrote the line). Well here's a place to start with Illyana being useful in trying to help Kitty. So, no I'm not breaking up Kitty and Peter in case you were worried though I figured I should at least write the idea Kitty thought about it. Still Carnage will return and whether they can survive that is an entirely different question. And ooh look, the Goblin Queen makes her debut but why she dislikes Jean so much and what she is up to will have to wait a little bit as I have a small arc to get through 1st before telling her story. Thanks to everyone who wrote reviews. Next up; While being pursued by SHIELD Clark crash lands in the desert and runs into something **Incredible**._


	14. Chapter 14

Chapter 14

January gives way to February and though the days are getter longer they are not getting warmer. Starting to feel like it's going to be a long winter.

Which really reflects the mood of many people for the most part.

Especially one J Jonah Jameson who, after Spider-Woman made her debut at the Inauguration, now had another spider themed hero to rant about. Including that Spider-Man is manufacturing his own army to take over New York and then the world...and no, really not making that up.

Kitty, while finally out of the infirmary, was a shadow of her usual vivacious self. She barely left the mansion and would flinch at any sort of physical contact unless it was from Peter who, inevitably, couldn't be around all the time.

He stayed a couple of weeks in the end before he really had to get back to New York and to school and to his life with his new 'twin sister'.

The only other person Kitty would get anywhere near close to was Illyana. You would find them hanging out together at all hours since neither slept well. No-one could figure out how it happened but clearly the two were now fairly close friends.

Speaking of Peter, he now had 2 Jessicas in his life. His new sister and Jessica Jones as she was now. The adoption had gone through and Peter did promise to spend time with her and be her friend and despite his other myriad of issues he does try and keep his promises.

The other thing of note is the slow but gradual process of aiding Liz Allan in coming to terms with herself. For those who were there she reminds people an awful lot of Doug when he first arrived after being used and discarded by Lionel Luthor.

Now Doug was as much a student as any of them, if still naturally shy.

Liz was still a long way from that but even if MJ, like Peter, needed to get back to her life, the young Latino woman hadn't freaked out...much and hadn't run off. She was here. She was attending therapy sessions with the Professor and attending the classes he organised at the mansion for her education.

Charles believed, perhaps he does about everyone, nonetheless he believes one day Liz will accept herself, will make friends of the people around her and will find her place in the world. It's just going to take time.

To summarise; life is about change. Sometimes that change can be good but sometimes it can be bad.

One thing that doesn't change; Superman being chased by SHIELD.

Seriously though, how do they keep finding him?

They always, always seem to shown up at the most 'convenient' moments, like during that confrontation with the Green Goblin.

Clark had no idea how they did it. Nor does he have a solid lead on where they are getting these new advanced weapons from.

What he can tell ya is that they pack a sting as one missile strikes him sending him tumbling through the air over the deserts of the South West United States. That's where their latest chase had driven him.

He brings himself to a stop mid-air and shakes his head. If he had time he would lament the ruination of yet another jacket. Seriously he's going to be back in t-shirt and jeans by next week at this rate.

He looks around himself. They're trying to bracket him, approaching from opposite directions, the aircraft staggered at different heights, trying to prevent him just flying straight up due to his ability to fly much higher than they can. They were always adjusting their tactics to try and capture him.

Even though it is what Clark wanted to protect his friends he really thought they would have gotten tired of this by now.

"This is because I played Glam Rock songs isn't it," he grumbles into his crystal communicator device. Clark had made it a thing of his to annoy them by hacking their radio frequencies and playing irritating songs over them using technology from the Fortress. Technology way ahead of anything they possess. "At least it wasn't disco!" he defends himself.

They ignore him. They use to react, especially Ms Overachiever, Agent Carol Danvers. The woman who doesn't know when to quit. Now they just carry on as if he isn't able to speak to them.

Two aircraft from each force break off and head for him. Superman accelerates right towards one pair. His best tactic with these new weapons is simply to get amongst their formations so they can't hit him without risking hitting each other.

They open up at him with their machine guns, which inevitably just bounce off his body. He really wonders why they still bother to do that. Waste of bullets. Maybe it just makes them feel better to be doing something.

Superman flies up the middle of them and they bank in opposite directions to clear the path for the other pair behind him.

Superman hears missiles being fired. He rolls onto his back and looks back, his eyes glowing red as he unleashes his heat vision at the projectiles, blowing them up.

He rolls back on his front and spins downward and swoops around in a loop until he pops back up in between the two planes.

He gives the two pilots a cheeky wink before shooting upward. More bullets and missiles rain in at him as he dodges and weaves through the explosions he himself is causing with his heat vision.

Unseen by Superman is his most persistent pursuer Carol Danvers. The blond haired beauty was very, very focussed right now. She had one mission. Wait until Superman was distracted by the engagement with the other squadrons and then use the brand new air-to-air missiles she is carrying. Carol was not told the specifics of its capabilities. They were classified above her pay-grade apparently.

On one hand she was slightly miffed. After all, as the pilot, she really should know what sort of ordnance it is she is carrying. On the other she's a good soldier and does as she is ordered.

Also she has really being wanting to stick it to Superman. He's been driving her insane with his music and his jokes and the fact she just can't capture him. Carol does not accept failure. It's just not part of her personality. She has always been driven to be the best at everything she tries and this is no different.

Now if he'll just not notice her for one more second...now!

She fires two missiles which accelerate away and then...spiral around Superman in ever decreasing circles and as they do so pieces of them detach...like someone is slicing them up. The pieces hover in place, forming a sphere around Superman...before they start to generate what looks like an energy field.

Carol can see Superman's look of surprise from here before he flies into the barrier which fizzles and sparks but holds up.

Meanwhile the last pieces of the missiles, circle around and pass through the energy field striking Superman dead on. There is the flash of the explosion and the field gives way.

Through all the fire and smoke, emerging from the bottom of the cloud, a fireball shoots downward with enormous speed and force until it impacts the desert floor, sending up a cloud of dust and rock.

Aircraft move in to try and get a visual. Carol is amongst them. She has to know. She listens to the radio chatter of the others saying they can't see anything. Until…

"There! I have visual on the target!" one of them reports.

Carol circles round in low...and yes. Down at the bottom of a crater, whose surface is turned to molten glass, amongst the fire is the figure, lying, unmoving...pieces of shrapnel embedded in the body. How did that happen? What the hell were those missiles made from?

"Superman is down!" comes the excited sounding report...though Carol thinks that maybe there is too much the sound of enjoyment in it. That's going a bit far she thinks. There is nothing pleasurable about this. It's simply a job.

The other pilot speak again. "I repeat; Superman is down!"

"Alright!" someone else cheers. "Finally maybe we can...what the hell is that?!" she screams.

Carol's eyes try to find her fellow female pilot. What she catches a glimpse of is the plane missing a wing. "Eject dammit!" she growls under her breath. She's relieved when she sees the chute open. She's so focussed on her colleague she doesn't see it coming. Not until it lands on the nose of her plane and Carol finds herself staring into huge, angry green eyes set in a face of green skin, attached to a huge green behemoth of a man...creature...monster?

"Holy shit! It's the Hulk!" someone cries in panic.

Carol swallows. She would rarely admit to feeling fear but looking dead into the Hulk's eyes is the single most terrifying moment of her life. She means you read the reports on him but to actually see him up close...

"All units this is Director Fury, retreat! Code one Emergency Retreat!" the SHIELD Director commands. "Return to Base One immediately!"

"Command, this is Warbird," Carol responds using her call sign. "The Hulk is currently on my nose. Attempting to dislodge," she reports as she tries to shake him off.

"Forget it Danvers. Eject!" Fury's voice screams over her radio.

"Negative, sir. I can..."

"That's an order! Eject! Eject dammit! I have recovery units en route."

The decision is taken out of her hands when the Hulk starts to rip her plane apart with his bare hands. She pulls the handle and the ejection system rockets her upward. She looks down to see the Hulk leap away just moments before her plane crashes into the ground and explodes.

Dammit. She hates having a lost plane on her record...and yes that's probably a strange thought to be having right now but it'll be a tarnish on her permanently, no matter the circumstances of it. At least last time it happened it was in the cause of saving everyone on the SHIELD Hellicarrier after Lionel Luthor hacked its controls during the Battle of Smallville.

Carol floats down, never keeping her gaze off the jade giant, unsure what he'll do next. He looks up at the retreating aircraft and roars, a deafening roar, like some untamed animal marking his territory.

Carol watches on as the Hulk stomps over to where Superman lays. She wonders what he'll do. Finish the alien off maybe?

But no, actually.

The green behemoth bends down and picks the prone figure up, cradling the helpless teen in his huge hands before moving off, first at a walk, then at a run before he leaps, miles into the air seemingly and out of view.

When Carol lands she does what she is trained to do. Detach the chute and get the pack with the emergency supplies. Food, water, signal flare, radio, gun. She removes her helmet and drops it to the ground, allowing her blond hair to flow freely in the breeze. Now all she can do is wait it out for the rescue...which considering she's in the burning desert with no shade or shelter in sight she can only hope is not too long.

* * *

It is fairly regularly mentioned; Clark's seeming invulnerability but what he has learned in the last, now, 2 and a half years he has been at the Xavier Institute is that there are quite a few things that can hurt him beyond the kryptonite he already knew about.

It means while pain is rare it is not an unknown experience for him.

And right now he is in pain. It takes him a few moments to remember why.

Right. SHIELD's new weapons...which were way, way more high-tech that he thought was possible for humans to build. Energy fields and...his last memory is of the blast, tearing into his flesh.

His eyes flutter open and try to adjust to the dim light. He's on a bed. He knows that much and as he peers upward into the darkness he sees...rock? Is he in a cave or underground?

Huh. He more expected a SHIELD holding cell...which he is not ruling out this is, except there is nothing holding him down. He's not restrained in anyway.

Clark looks around. He sees scientific equipment...some of it old and all of it mismatched as if someone put it together by raiding what others threw away. Yet there is also another area where there is a chair and table and left over food as if someone is living here also.

Clark tries to sit up...and groans, his hands coming to his torso which is heavily bandaged. In fact his arms are also bandaged up. He's puzzled about...numerous things but putting aside where is he and who patched him up one question would be; why hasn't he healed yet?

"No, no, no, you need to lie down," one panicky sounding voice speaks as a man rushes over, dressed in a blue shirt and purple pants. He has messy, black hair but an intelligent looking face. The man pushes Clark back down. "You were hurt quite badly. You need to rest," the man tells him.

Clark looks at the man as his inhumanly perfect memory places the face. "Dr Banner?" he inquires. "Dr Bruce Banner?"

The man is surprised. "You know me?"

"I've read your work," Clark replies. What? He has. Clark likes reading everything he can when he gets the chance. Admittedly most of his reading these days is up at the Fortress trying to find a way to destroy Brainiac once and for all.

"You have?" Bruce asks back in surprise. He didn't think anyone took much notice of his work any longer.

Clark nods. "Brilliant stuff...if a little obsessive on gamma energy," he critiques.

"You have no idea," Bruce murmurs.

"But I thought...and don't take this the wrong way, I thought you were dead. Some sort of accident when you were working with the military?"

Bruce nods. That's the 'official' story. "They wish I was dead," he mutters to himself.

Clark's brow furrows in confusion at that. "Did you save me?" he wonders.

"In a way," Bruce says in a roundabout way. "Whatever new weapon they used had left shrapnel penetrated into you."

"That's impossible. I'm invulnerable," Clark argues that.

Bruce raises his eyebrows.

"Well virtually."

"That makes all the difference it seems. I have the pieces. I haven't had a chance to analyse them. Why don't you rest while I do that," Bruce suggests.

Clark would protest he's fine but an actual yawn stops him. What the hell did they hit him with?

Bruce takes a moment to check that the young man is asleep safe and sound. He was as surprised as anyone when he 'woke up' to find the badly injured hero lying beside him. It must have been the 'Other Guy' that did it but Bruce only ever has, at best, fleeting memories of what happens when he's changed and usually nothing at all. He just blanks out and wakes up somewhere else, his clothes ripped to pieces.

This time he was making his way to the nearest town to get supplies but there's a high and dangerous track he has to follow. Part of it gave way under his foot and his last memory is plummeting towards the ground. He guesses the 'Other Guy' took over at that point.

Perhaps his patient has some answers on exactly what happened but Bruce can piece it together a little. He knows the young man is Superman and is being hunted by SHIELD. A feeling Bruce knows all too well. He was clearly struck by some sort of weapon...something new and powerful if it hurt the 'virtually invulnerable' alien is Bruce's guess. Bruce did the only thing he could. He pulled the shrapnel out and patched him up as best he could. Now it is up to Superman's own healing abilities to do the rest...and from what he had seen so far they were pretty impressive.

And yes on the inside Bruce is sort of hysterical at the thought that lying right there and is a real extraterrestrial. He's not that out of touch that he doesn't know what is going on. For his own sake it is best he does know as much as he can.

Maybe once the young man is recovered he can ask him about the alien thing. Right now he really should analyse those weapon pieces...because if they can harm Superman than they may well be able to hurt the 'Other Guy' as well. Bruce isn't sure if he's happy about that or disturbed by that.

* * *

 **SHIELD Hellicarrier...**

Aboard the Hellicarrier Colonel Nick Fury is in his office having a private conversation with the President of the United States and the Joint Chiefs of Staff, trying to explain his 'failure'.

"With all due respect Gentlemen," Fury says, trying to maintain an appearance of respect for them, "there was no failure. Superman was down. I had units about to move in to obtain and restrain him. There was no way to foresee the arrival of the Hulk, whose location was unknown."

"That's because you lost him!" the Army Chief of Staff spits out angrily.

Fury will have to acknowledge that was true. Six months ago Banner managed to slip away and hadn't been seen since...until today.

"Also will you please refrain from calling that thing a 'him'. It's an alien. Never forget that," the Army General adds for good measure.

Fury's one good eye narrows slightly. He's never been fond of bigotry. He thinks it blinds you and clouds your thinking. That sort of hatred only leads to you making mistakes. "With all due respect General, Mr President, what words I choose to use are my own affair and not subject to diktat."

"Why you..."

"General!" the President snaps. "Enough," he tells him.

"Yes Mr President," the General grumbles.

"Director Fury," the President addresses him. "I do believe we have been more than amply patient with you. You have had 6 months to try and capture this 'Superman' and have failed on every occasion."

"Should have put in the army in charge," the Army General complains. That was what he had been calling for from the start. "We captured Banner," he reminds everyone.

"May I remind you sir, that that took you over 3 years," Fury points out, trying to argue that compared to that he's doing quite well.

"Which means we have the experience of hunting down and capturing these dangerous BMDs."

"BMDs?" Fury queries, not familiar with that term.

"Beings of Mass Destruction."

Fury barely avoids rolling his eyes at that level of stupidity.

The President intervenes again. "Nonetheless Colonel, with the reappearance of Banner it is felt, and I agree, that command of this operation needs to be assigned to someone with the correct level of experience. You are ordered to give him all the assistance he requires."

Fury's eye really narrows this time. "Mr President, with all due respect I must protest."

"You can protest all you wish Colonel. I'll even have it officially recorded but the decision is made and final. The person in question has already been briefed and is in flight to you."

"Who?" Fury wants to know, though he has his suspicions already.

The Army General has a smarmy, smug grin on his face that makes Fury want to punch the guy. "Why Thunderbolt, of course," he informs Fury.

"Ross," Fury says with a barely repressed groan. Mark his words; this will not end well.

* * *

 _Author's Note: The threat SHIELD poses to Clark is ramping up and the chances that he will finally be captured are increasing all the time. Thanks to everyone who wrote reviews. Next up; Clark gets to know his new friend, unaware SHIELD is closing in._


	15. Chapter 15

Chapter 15

 **Hidden Cave…**

Bruce Banner sits back as he waits for the computer to finish the analysis of the metal fragments he pulled out of Superman. He leans back and looks upward, his mind wandering. That sleeping young man is the 1st company he's had in months.

Isn't that depressing...but it's all necessary. He sneaked away from his SHIELD custody because it was necessary to be away from people. He found the whole thing too confining...and worse frustrating and that frustration was leading to anger and anger led to…

Well that doesn't need explained.

Point is he could feel how close to the edge he was of exploding so he needed to get away. He needed to come here to his little hidden home where he could resume work on his cure. A way to prevent the transformation.

He glances to his left at the single framed photograph he has. Within is the image of a lovely woman with brown hair. Even in the still photo you could see the spark of intelligence in her blue eyes.

"Betty," he sighs longingly. He hadn't seen her in ages and wouldn't until he had the rage inside himself under control. She didn't need the destruction and chaos he brought with him. Last he knew she was teaching at a college in San Francisco. That seemed to be her escape, like his was hiding away here in the desert.

A beeping breaks his 'woe is me' tangent of thinking as the results pop up. Bruce leans in close to the screen and frowns as he looks at the analysis of the metal shrapnel. That can't be right.

"That can't be right."

Bruce blinks. Did he say that or…?

He turns his head only to find Superman standing behind him, looking over his shoulder. "You are suppose to be resting," he tells the young alien off in his best 'doctor' voice.

"I'm a lot better, thanks for asking," Superman drawls sarcastically.

"I'll be the judge of that," Bruce argues as he lifts up some of the bandages wrapped around Superman's torso...and does indeed find the wounds have closed up but with some scarring still visible. "Incredible," he remarks in some awe because they were very severe wounds. Fatal on a human.

"Oh I work out," Superman quips cheekily.

Bruce shakes his head and laughs.

"But more seriously is that accurate?" Superman asks, nodding his head in the direction of the readout.

"It is," Bruce confirms. "None of the elements of the metal conform to the known periodic table."

"Reversed engineered alien tech?" Superman guesses.

"You would know better than me," Bruce dead-pans.

Superman smiles in a self-deprecating manner. "I suppose I would...but I'm pretty certain the technology doesn't exist on this planet to synthesise those elements."

"So salvaged alien technology?" Bruce adds to the speculation. He means he knows it exists. He did work for SHIELD...well work is not exactly the correct term. He was in their 'protective custody'. Point is he knows SHIELD collects downed alien technology whenever it falls from the sky.

Superman walks over the metal pieces and starts examining them with his superior vision before he picks one up. "There's a microscopic mark on this one," he points out.

"Microscopic...how can you see that?" Bruce asks.

"I have microscopic vision."

Bruce just looks at him as if asking 'Are you serious?'.

"Here, can you get an image of it?" Superman asks as he hands it over to the good doctor.

Bruce takes the piece and puts it under his own electron microscope. Once he finds the image he enhances it to fill the monitor.

The mark is big 'L' with the name of the company underneath it. A company Superman knows all too well as he speaks that name with a resigned groan, "Lexcorp."

* * *

 **SHIELD Hellicarrier…**

Upon the bridge everyone was giving Director Fury a wide berth. Even Commander Hill and usually she was the only one who would give her opinions regardless of his mood.

Fury's arms were folded across his chest and he was simply staring through the windows at the grey sky.

Then the main doors to the bridge open and in walks a man in his 50s with greying hair and a grey moustache dressed in an army general's uniform with 4 stars on his shoulders. Walking a step behind them is a younger man with brown hair, also with a moustache and wearing an air force uniform with the rank of Major.

Fury turns round and gives the man the respect his rank is due and salutes. "General Ross," he greets him.

General Thaddeus 'Thunderbolt' Ross returns the salute only as a courtesy. "Director Fury," he says back coldly. "I believe you know Major Talbot," he introduces his companion.

"Of course," Fury says, giving him a salute.

Major Glenn Talbot returns the salute.

"My 2nd, Commander Maria Hill," Fury introduces the woman which sets off another round of salutes.

"Three years," Ross begins. "Three years I hunted Banner to all corners of the world and when I finally capture him what happens? I get ordered to hand him over to you," he says, barely able to keep the sneer out of his tone. "And why exactly was that?"

Fury doesn't rise to it but remains calm. "A genius is a terrible thing to waste and Banner is a genius. Even you won't deny that, General. However, we all know that you would have had him thrown into the deepest, darkest hole you could find and that would have been a waste," he argues.

"That _man_ is the most dangerous being on this planet. When he loses his temper he becomes nothing but a raging, raving monster. I was assured when you took him that you would keep him under control and what happened? **You,"** Ross goes as far as to point at the one eyed man, "lost him."

Fury doesn't care for the accusation.

"And now not only do I have to recapture him but also deal with that alien menace as well," Ross says, clearly annoyed about the situation.

"As there is insufficient time to reactivate the Hulkbuster Units," Talbot speaks, referring to the special forces that were trained and equipped for the sole purpose of hunting down the Hulk, "we're going to need to give your forces a crash course in the required tactics," he finishes, choosing to move the conversation along before the two men slip into a much more serious disagreement. Besides time is of the essence if they have any hope of tracking Banner.

"Which won't work on Superman," Fury argues. "He is not, as you put it, a raging, raving monster. He is a very intelligent young man."

"Lets be clear Fury it is not a man," Ross dismisses that. "It's an alien creature and regardless of what you think I have been ordered by the President to capture it and Banner and I will do just that...and just you remember you're under orders to give me all and any assistance I ask for."

"I am aware of my orders and I will follow them to the letter," Fury tells Ross...and what he means is to the very letter and not anything more.

The two men glare at each other for a long minute. It's clear they don't like each other.

The situation is broken by Hill clearing her throat and speaking. "General, we have the live satellite feeds of the area the Hulk and Superman were last seen if you wish to begin the search."

Ross' gaze turns to her. "The source of Banner's strength is also his weakness. He generates a constant gamma energy signature that can be detected at close range. The Hulk leaves a trail of it but it decays quickly. Talbot, unpack the scanners and get down there," he orders the man he trusts to be in charge on the ground.

"Yes, General," Talbot says obediently.

As Talbot leaves Ross steps forward, bushing past Fury with a deliberate bump. He takes in the room, his hands behind his back, feeling back in his element. He had felt rather redundant since he caught Banner. It had so consumed him he wasn't sure what to do without that mission to define him. It had so consumed him that it has strained his relationship with his daughter to breaking point. Hell he hasn't exchanged more than a handful of words with her since she took up that teaching job.

Now he has his purpose once again. Only this time, when he catches Banner and the alien, he'll make sure he sees it through to the end.

What he means is that there are plans, plans for the both of them. Plans even Fury knows nothing about.

* * *

 **Hidden Cave...**

"No. There is no way Lex manufactured these," Superman is arguing as he and Bruce debate how the weapon came into existence. This debate has been going on for quite some time now. The alien hero had already explained, from his perspective, exactly how they functioned. "Extraterrestrial metal that can hurt me, sure," he can accept because it already exists. Adamantium is made from a form of kryptonite, essentially. "But the technology to generate a forcefield; I'm sorry that is beyond you," he expresses his profound scepticism as politely as he can. Also during his talk with Dr Banner he had learned that he was out for several hours healing up which just adds to his certainty these weapons are not human made because for him that was slow. It's almost like there was something in the explosive material that inhibited his healing abilities or he was simply hurt that badly. In either case he doesn't know how they did it...which only adds to his belief that Lex could not have possibly made the weapons.

"Yet the manufacturing mark and number say otherwise," Bruce would argue.

"All that tells me is that I'm missing something. You can sorta trust me on this. I happen to know and understand a bit about alien technology compared to human technology."

"Yes...because you are one," Bruce acknowledges.

Superman folds his arms across his chest and he transforms into his most imposing stance. "So you going to jump right up to I must be a danger because I'm not human?"

That statement makes Bruce laugh.

"What's so funny?" Superman wonders, not understanding the reaction.

Bruce waves it off while still chuckling. "There's a good reason most people think me dead. Trust me I am way more of a danger than you are."

Superman's brows rise somewhat sceptically. While he doesn't underestimate anyone, or at least tries not to, he can't see the danger Dr Banner poses.

"You only see it when I'm angry. Trust me, you wouldn't like me when I'm angry," Bruce says back in face of Superman's blank expression in what is the greatest understatement of all time.

"Huh. Funny that. That's my working line I place on all my exes. They're scary angry."

"I think that's true of all women...assuming we're talking about women. I make no judgements."

"It's women...and I make no judgements either," Superman responds to that.

Awkward silence follows.

Bruce Banner is a scientist and you would think he would wish to ask a thousand questions of a real life alien but the funny thing is he doesn't know what to ask first.

Superman breaks the silence first. "Sooo...is it rude to ask why you let everyone think you're dead?"

Bruce wearily shakes his head. "Rude, no. Private, yes," he answer having no wish to explain what it is he becomes.

Superman eyes him before blowing out a breath. He had been wondering where SHIELD was getting these upgraded weapons. It shouldn't be a surprise that it's Lex but instead of answering the question it has only opened up a whole bunch more. He is certain Lex can't be making these weapons so where the hell is he getting them from?

And it still doesn't answer the question of how SHIELD has this irritating habit of just showing up at the least convenient moments it seems. Clark has no idea how they keep doing that.

"I should be going," Superman announces.

"You're certain?" Bruce asks out of doctory concern for his health.

"I need to investigate where Lex is getting these weapons from," he explains. "I have a friend who keeps an eye on him," he says, vaguely referring to Andrea. Maybe she has a source or something that can help.

"That wasn't what I meant."

"I know but I'm fine. I heal fast. However, I will express my gratitude for your help. Without you finding me first I'd be in a SHIELD holding cell by now. Though I am curious how you managed to get me out of there without them noticing," Superman expresses something he can't make sense of.

"I have my ways. Avoiding being noticed has become my speciality," Bruce chooses to answer with, instead of the truth because he has no reason to reveal the existence of his other half when it isn't necessary.

"Your reasons are your own Dr Banner," Superman accepts. "And you can rest assured I won't tell anyone about you," he promises since, clearly, Dr Banner wishes to remain deceased as far as the rest of the world is concerned...and what business of Clark's is it in the end. After all the man helped save him so he does sorta owe him one.

"I appreciate that," Bruce says gratefully. "I'll show you the way out," he offers. As he leads the way he just has to mention, "You know people have dreamt for years of meeting a real life alien and now that you're here I can't think of what to ask you."

Superman smiles genially. "Isn't that always the way," he jests. "In truth I don't really know what I would say in response. I don't remember much of my world. I was sent here when I was very young. All I could offer you are some very dry facts I read."

Huh, Bruce didn't know that. In fact he thinks Superman never mentioned the fact he was very young when he was sent here before. That is very interesting. They reach the door, which from the outside is camouflaged to look like the native rock. Not a large door. A normal sized one with a wheel to lock it.

Bruce turns the wheel to the door and swings it open...only for his and Superman's eyes to go wide as before them stands an entire army. Armed soldiers, vehicles, aircraft...all of it with their weapons pointed right at them.

All of it, without any warning, opening fire.

* * *

 **Earlier...**

Major Talbot stands in the middle of the small crater created when Superman crash landed. There are also giant human footprints pressed into the melted sand. The melting a testament to the heat of the impact.

With SHIELD personnel on guard around him he kneels down and waves the scanner in his hand over the footprints.

It had now faded away to almost background levels but there was still a slight elevation of gamma particles. The signature of the Hulk and for Talbot, like General Ross, pursuing Banner had become an obsession. He was also one of the few people on the planet who could recognise the signature and follow it. Anyone else, after so much time had passed, would not have a chance to spot it but he can.

Which is, of course, what he does next, getting into a vehicle and driving off across the desert.

' _It's going to be different this time,'_ Talbot thinks to himself. It was not going to be a repeat of 3 years, scouring the planet for Banner. This time they had all that experience under their belts. They knew what tactics worked and what didn't. True the alien is an added complication but the previous battle showed the new weapons could hurt it.

In fact, if it wasn't for the Hulk showing up the alien would have already been in custody.

So, as always, Banner is ruining everything he touches. No wonder Betty moved to San Fran. If Talbot was in her shoes he would have tried to get as far away from Banner as possible as well. Though he does miss her. He must admit to having feelings for her but last they spoke she didn't seem very receptive to his approaches.

The scanner in his lap makes a beep. On the trail. He makes a remark as such over the radio plus some further ones to not be intimidated by the Hulk. While it might seem like some unstoppable monster the fact that they caught Banner before proved it can be stopped.

Up above he's liaising with General Ross on the Hellicarrier and getting real-time satellite data. Ahead there are hills, possibly caves. The perfect sort of hole Banner would crawl into.

And the scanner kicks up a few notches. They're getting closer.

"Major Talbot," General Ross' voice breaks in over the radio.

"Talbot here General, over," he responds.

"All Units come to an immediate stop," Ross orders.

"All Units to stop, roger," Talbot acknowledges and passes on the order.

* * *

 **SHIELD Hellicarrier...**

"You care to explain, General," Fury asks the grey-haired general.

"Banner will have the perimeter rigged with alarms. They will have to be disabled or at least temporarily jammed. Otherwise we lose the element of surprise," Ross does indeed give a rather dry sounding explanation but surprise is key. To disable Banner before he changes. Otherwise it gets...messy.

"Since you have prior experience I'm assuming you know how to begin to go about this," Fury says flatly, hiding his irritation about this whole situation.

"Have faith in me Director Fury," Ross tells him. "Before this day is out we'll have both Banner and the alien in secure custody."

Fury silently snorts. Trust? Hell no. He trusts no-one. Especially not Ross and Talbot when it comes to Bruce Banner. They are far too personally involved because of Ross' daughter and her relationship to Banner. If he had had his way they would have been removed from the hunt for Banner years ago for that very reason. "Very well, impress me," he challenges Ross.

"As you wish," Ross accepts the challenge.

* * *

Well it is more Major Talbot will impress Fury since he's the guy on the ground who also has experience of all of Banner's tricks.

It takes some time but Talbot manages to disable what he believes are all the alarms allowing the forces of SHIELD to close in.

The gamma energy signals gets stronger and stronger and stronger until they stop at a large rocky outcropping. This is it, Talbot would guess. He activates a jamming device to allow him to call in every unit available. Now they just have to wait.

The wait is not too long when a section of the rock face opens up to reveal the two targets.

"Fire!" Talbot orders and every ground and air unit with a clear shot takes it.

Even for Clark it's all pretty instantaneous. One second he's standing there. The next he is enveloped in fire and explosions and debris as the rock surrounding him is blasted to pieces until he is buried beneath a small mountain of it, his skin scorching hot but not penetrated this time he believes.

What happened to Dr Banner Clark didn't manage to see but he's deeply concerned. All that firepower...no normal human could survive that.

That's when he hears it. This primal, deep roar.

"RARGH!"

Then the debris is shifting, some of it being flung clear. With a burst of strength Clark decides it's time to see what is going on as he leaps himself clear. He lands atop what remains of the cave, daylight now bursting into the half disintegrated outcrop.

Clark's eyes go wide because not more than 10 feet away from him stands a huge creature, well over 7-foot tall, massively muscled with green skin and unlike anything he had seen before. It was like some sort of incredible...Hulk.

* * *

 _Author's Note: Hmm, now where could Lex possibly be getting these weapons from? Answers coming soon. Thanks to everyone who wrote reviews. Next up; Hulk Smash everyone and everything. Can Superman stop people from getting hurt, including himself?_


	16. Chapter 16

Chapter 16

 **SHIELD Hellicarrier…**

"I thought the idea was to capture them, not kill them!" Fury finds himself shouting at Ross, his anger overriding his self-control for a moment as he loses his temper.

"The idea was to neutralise the threat," Ross replies coolly.

"I don't recall that being the President's orders," Fury points out.

"The President will understand that capture was always an unlikely scenario."

Fury has had enough and grabs Ross by the arm and makes the General look at him. "What is this really about? Your personal dislike over Banner and your daughter?"

Fire lights up Ross' eyes. "I would advise you _Colonel,"_ he puts the emphasis on Fury's lower rank, "to remember I am a superior officer."

"No. Only a higher ranked one," Fury retorts.

"Banner and the alien are a threat to national security. I will employ whatever methods necessary to neutralise that threat," Ross states clearly, sounding utterly callous about it.

"I am going to get a front row seat at your court martial," Fury promises.

Ross sneers and yanks his arm back. "We'll see who gets that court martial, Colonel."

"Sirs!" Hill snaps at them both. "We have a situation!"

Both men turn and look at the video feeds from the ground...which show two standing amongst the rubble. Both Superman and the Hulk, alive and well.

"Yes. We'll definitely see who gets that court martial," Fury says.

* * *

 **South-Western Desert…**

Anyone who has seen the Hulk tends to classify him as a very primal being. The personification of rage.

When they hear that primal roar from deep in his lungs it stirs up a very primal response. Fear.

Even Major Talbot, who has seen and fought against the Hulk many times would admit to feeling fear at the sight of the green giant but his fear is overrode by his sense of duty and his hatred for both Banner and the creature he turns into.

It also makes them all hesitate for a moment when they really shouldn't.

Nor should Clark. A lesson he learns quick enough when a hand as large as his head, if not bigger backhands him away. The force sends him flying back into the ruins of the rocky outcropping that was the cave and more of it promptly fall atop of him, burying him once more.

Clark's pretty certain he's seeing stars and it takes him a minute to get his faculties back in order. This is so one of _those_ days, it's not even laughable.

So once again he has to burst his way free of a rocky tomb. By the time he lands in the clear this time the whole area is a battlefield. Turns out a lot can happen in a minute or so. The military forces are engaged against the green creature...though where it suddenly appeared from has Clark at a loss.

"Dr Banner," he suddenly recalls. Clark looks at the debris beneath his feet and uses his x-ray vision to scan for the good doctor and is surprised he can't see anything. Literally nothing. No body, no remains, not even a drop of blood, nothing.

That doesn't make any sense. How can there be not a single trace of the man?

Know what, he can get answers later. He has to put a stop to this battle before someone is seriously hurt and with no trace of Dr Banner this is the only choice he has at the moment.

Superman to the rescue.

He lifts a foot off the ground before he accelerates right into the middle of the fight.

* * *

"Hulk hates toys!" the jade giant roars as he picks up a military humvee and throws it skyward at an approaching squadron of jets who are forced to take evasive action.

Bullets uselessly bounce off the muscled green skin as explosions rip up the desert floor all around. With a sweep of his huge arm the Hulk knocks several soldiers over easily before bending his knees and leaping high into the air. He lands between two vehicles mounted with 50 caliber machine guns which the Hulk proceeds to then tip both over, in annoyance almost.

Most of us have two instincts when we face danger. Fight or flight.

The Hulk, when enraged, is simply driven by the former of those two. The people who attack him are his enemy and as the biggest and strongest there is they, in a sense, have to be shown their place.

His head snaps round as more vehicles move in to the attack. A feral snarl comes to his lips. He proceeds to charge right at them, ploughing through like a bulldozer, ripping one of them apart with his bare hands...and using the pieces as weapons to throw at the circling jets. Two are hit and start to fall.

"NO!" comes Superman's cry as the red/blue blur plough into the vast bulk of the Hulk, actually managing to knock the green behemoth off his feet and tumbling across the desert floor before the alien hero focusses on rescuing the pilots.

The first one, he spots, has ejected so that one is ok but the 2nd...zooming in with his vision, he can see the ejection system has failed so he flies over, rips the canopy off and then proceeds to just rip the whole seat out with the pilot still strapped in.

He lands them both on the ground where the pilot unstraps herself and removes her helmet before flicking her long blond hair around. If it was anyone else you would call her mesmerizing beautiful...but for Clark, no matter how pretty she might look, she was a pain in his ass. "Oh, it's you," he says in less than complimentary tones.

Carol Danvers' blue eyes narrow in annoyance. After losing her 2nd plane in two days she is not in a good mood. Her eyes then go wide. "Look out!" she yells, pointing behind Superman.

The red and blue hero spins round just as the Hulk lands not 10 feet away from them.

"Boy hit Hulk! Hulk hit boy!" the giant roars before charging at them.

Superman inhales deeply and blows out his freeze breath.

Carol watches on as ice begins to form around the Hulk, slowing his charge, even as he raises his arms until he stops 1 foot away, frozen solid. "Banner," she breathes.

"Banner?" Superman queries, obviously confused. "What do you mean…?"

CRACK!

His question is cut off by the ice cracking as the Hulk breaks free and proceeds to bring his huge arms down.

Superman catches them, the ground beneath cracks under the force as his knees bend and he grits his teeth against the strain but he brings the large, muscled arms to a stop. With a great effort he pushes with all his strength and shoves the Hulk back several paces.

"Boy strong," the Hulk notices.

"I don't want to fight you but this has to stop," Superman pleads.

Hulk's green eyes narrow. His anger is far too far gone now to stop. "Hulk is strongest there is!" he roars and charges, throwing a right punch.

Superman dodges with a short burst of superspeed, digs his foot in, cracking the ground once again before launching forward at speed, throwing a right and a left, rocking the giant before an uppercut is caught in a huge green hand which then squeezes down hard, almost cracking bone as Superman tries to hide the shock of the pain he is feeling.

The Hulk yanks, pulling Superman right into a massive right hand before backhanding the alien teen away, sending him tumbling head over heels backwards across the desert floor.

The Hulk leaps upward attacking as Superman flies off the ground and the two clash in mid-air, creating a shockwave from their impact against each other.

Carol's blond hair is blown back as she shields her eyes from the dust thrown up. She watches as the force of impact throws both titans backwards in opposite directions. She is kinda amazed. Despite her many, many confrontations with Superman she never realised he had the kind of power to go toe-to-toe with the Hulk. However, she also guesses he doesn't know what it is he is fighting as she can only watch on as the two charge at each other again.

Blows are exchanged that make the desert shake until an elbow to his back drops Superman to his knees. He finds himself grabbed around the neck and then literally dragged across the desert floor before he is flung up a few feet in the air and a huge right slams into him, sending him flying until he hits a rocky outcrop which crumbles around him, burying him once more.

He is saved...if that is the word, by the SHIELD forces regrouping and re-engaging the Hulk, distracting him.

There is no leap clear this time. More a slow crawl as Superman digs himself out of the rubble. He hasn't met and fought anyone this physically powerful since Apocalypse...and considering he got his ass handed to him that is not a good comparison.

A shadow blocks out the sun and Superman looks up to spot Agent Danvers.

"Are you alright?" she asks him.

Superman laughs humourlessly. "Strange question considering you spend your life shooting missiles at me."

"I am just doing my job," Carol states in her defence.

Superman rises to his feet and comes to stand over her, being quite a few inches taller. "Tell me Agent Danvers what did you mean when you called my big green playmate, Banner?"

"What? I...you don't know," she comes to realise.

"Know what?" Superman asks with narrowed eyes.

"The Hulk is Banner. Banner is the Hulk."

"You better explain quickly," Superman implores her.

"Banner was working for the army in the area of gamma energy. He had some notion he could use it to recreate the serum that created Captain America. There was an accident and he received a massive dose of gamma energy. It should have killed him. Instead it turned him into that," she points at the Hulk still in battle with the military forces arrayed against him. "Whenever he loses his temper the transformation, the monster takes over."

Superman does his best to absorb that. "How do I stop him?" he asks.

"You don't," Carol says bluntly. "The angrier he gets, the stronger he becomes."

"So shooting at him is a stupid idea," Superman states it, scorn in his tone.

"I do my job," Carol states back, not backing down, no matter how powerful this man is.

Superman shakes his head. "I need to put a stop to this before people get hurt."

"Why?"

"Why?" Superman asks, confused she's even asking it.

"Yes, why? Why do you care about people who spend their days shooting at you?"

He really doesn't have time for this but can't help but feel compelled to explain himself this once. Perhaps he's just reached his limit with taking this abuse on the chin. "Agent Danvers, whenever you show up what is the 1st thing I do?"

"You run."

"I run," Superman agrees. "I run to the desert, to the forest, to the mountains, to the wilderness. I run to wherever there are no people."

Carol's eyes widen as understanding strikes her. "So no-one innocent gets hurt when we shoot at you."

"Bravo," Superman applauds her. "I don't want anyone hurt, Agent Danvers. In fact every day I do all I can to prevent that. To save people in need."

"Then why? Why do you let us chase you?"

"Because after Apocalypse there was going to be a mutant crackdown. I couldn't allow that so I changed their focus. Instead of passing anti-mutant laws their main concern became the 'alien menace'," he says in dramatic, theatrical tones. "As long as you're chasing me, you're not chasing them. Now if you'll excuse me I have people to save," he says as he departs in a gust of wind.

Carol watches him go. She didn't know. How could she? He takes all this abuse just to protect people. He drives her insane...but for the 1st time since this chase began, perhaps he now has her respect.

* * *

Clark doesn't know exactly how he is going to stop this, only that he must. First thing is to try and stop the Hulk hurting any of the SHIELD personnel because that is far more likely than they hurting the green giant.

Superman zips in and snatches a humvee out of the Hulk's hands and places it down out of harm's way. In an instant he is back in the midst of the battle, moving at superspeed trying to dodge both the Hulk's attacks and SHIELD's fire, trying to move SHIELD personnel out of the way.

It was only a matter of time until something hit him. In this case a flailing green hand, smashing his face and nearly knocking a molar loose. He really hopes he doesn't lose a tooth. He doesn't know if they grow back or not.

Superman lands on the desert floor, on his hands and knees, shaking his head, trying to clear it. The ground shakes as a massive shadow passes over him. Next thing he knows he is on his back, giant hands around his neck, choking the life out of him. He can't pry the fingers loose so he resorts to the back-up plan. His eyes glow deep red before unleashing his heat vision in a huge blast which knocks the Hulk away from him, flying through the air.

The Hulk lands on his back, carving out a trench amongst the desert floor. He looks up to see the boy in red and blue hovering above him.

"Dr Banner," Superman addresses him. "I don't want to fight you," he pleads.

"Hulk not puny Banner!" the green monster roars in disgust.

"And here I thought I had split personality issues," Superman quips. "I won't allow anyone to be hurt," he states clearly. "So the choice is yours. Easy way or..."

The Hulk roars and leaps at him.

"They always go for the hard way," Superman grumbles as he accelerates forward hard and smashes his shoulder into the Hulk's gut, sending both flying into the ground, carving out a small crater.

Superman emerges first from the dust cloud, coughing. Behind him, in silhouette, a huge figure appears, throwing a punch...

Superman spins round and catches the right fist in his own left hand and then a left fist in his right as the two titans push against each other in a battle of strength. It's quite some sight to see the giant green behemoth matched by the relatively much smaller opponent.

Their tussle also gives the SHIELD forces a shot at both of them. Well the jets. The Hulk has managed to send the ground forces into utter disarray.

Superman is the one who spots them...and more importantly the weapons they have fired. The missiles are the same ones that hurt him. His instincts to protect override everything. "Look out!" he yells as he gives up the struggle, allowing the Hulk to stagger a few paces forward while he zips in front of the missiles which strike the ground and fire and smoke consumes the two powerhouses.

No-one knows what happened at first. Did they get them both or not?

When pieces of sharpened metal come flying out the smoke at the jets you can go with not. They hit, their advanced alloy slicing into the jets easily. The pilots manage to eject.

That threat dealt with the Hulk comes to stand over Superman who is lying on the ground, pieces of shrapnel once again embedded into his skin. The alien hero groans in pain as he slowly gets back to his feet, yanking out the pieces of metal to allow his body to close the wounds. He finds himself being looked at by curious green eyes with confusion mixed in.

"Why boy help Hulk?"

That's a good question. All Superman can come up with is, "Us 'Inhuman' monsters have to stick together."

What happens next is completely surprising. The Hulk...laughs. A deep bellow of a laugh and in that instant the dynamic between the two changes.

What is left of the SHIELD forces can be seen regrouping.

"I don't know about you but I, for one, am tired at being hunted and shot at," Superman reflects tiredly.

Hulk growls in agreement.

"No hurting anyone," Superman states with authority, pointing into the Hulk's face.

Hulk arches an eyebrow at the gumption. "Hulk smash toys."

"Yes, toys. Not people," Superman reinforces his decree. "So shall we?" he asks the green giant.

Hulk nods and grins as the two turn to face their foes.

Superman locks his fingers together and cracks his knuckles. "After you," he offers to the Hulk.

With a primal roar the Hulk leaps into the air while Superman flies into battle. The SHIELD forces don't stand a chance.

* * *

Honestly they really don't stand a chance.

It probably doesn't last 10 more minutes, what with Superman using his heat vision to disable the remaining jets. He doesn't even move. He just floats there and the beams rip from his eyes, taking out the aircraft, carefully enough that the pilots can eject.

It is a demonstration of two things. That Clark's powers continue to grow and that in the previous engagements he has been holding back because really he has no desire to harm anyone.

On the ground the Hulk takes all the remaining armoured units, tearing them apart with his bare hands and sure, some of the soldiers get a few bruises but they'll live.

Now the two stand over a certain moustached Major.

"Friend of yours?" Superman queries of the Hulk.

The Hulk growls, unamused.

Talbot snorts. "I am not friends with monsters...or alien threats," he adds, glaring without fear at the two.

"Well aren't you a charming fellow," Superman drawls sarcastically. "Watch him a moment," he requests of his big green new friend...apparently. He blurs away and returns with a salvaged communicator from one of the wrecked vehicles. This one has both audio and visual. "Lets have a look at who is really in charge and not one of the grunts, eh?" he jokes.

Hulk finds that amusing in relation to Talbot, even going as far as to prod the man gently for fun. Well gently for the Hulk. Talbot will probably bruise.

"Hello, hello," Superman speaks cheerfully as the device fizzles into working condition, revealing the image of two men. Fury and an older General Clark doesn't know but Hulk does.

"Ross!" the Jade giant barks in rage.

"Another friend or yours?" Superman queries lightly, getting a threatening growl in return. He turns his focus back on the two men. "Hello Director Fury. Long time no see," he greets the one-eyed man.

"Superman," Fury acknowledges him back.

"I regret to inform you, Director that your forces have been routed but apart from a few bruises you'll find them all in relatively good health."

"I see," Fury says, outwardly revealing nothing but inwardly he is relieved if none of his agents are badly hurt.

"This is only a temporary set back, _alien,_ " Ross informs him. "It is only a matter of time until you and that monster are contained for the safety of the American public."

"Sounds delightful," Superman jokes. "Unfortunately General, you really don't get it. Does he?" he asks the Hulk. "Me and my green skinned friend here could have killed everyone here but we didn't. Perhaps you should take a long hard think on why that is. And while you're thinking that over I suggest you also take a good long hard look at where your new weapons came from."

"What do you mean?" Fury asks, curious as to what Superman is suggesting. He already was curious about these weapons he was told not to ask about.

"I mean that Lex Luthor didn't make them. He couldn't. They are composed of alloys beyond human science to synthesise. Alloys of extraterrestrial origin so if I were you I would be asking Lex where he got them from. I can assure you I'll be looking into it in either case."

"And we are suppose to believe you?" Ross scoffs. "Perhaps you are just underestimating human ingenuity."

"You don't know me, General so I'll let that slide because if you did or if you had actually listened to my speech to Congress you will know the opposite is true. I admire humans for all you have accomplished. I am trying to protect you while whatever Lex has gotten himself into may do the opposite. Lex cares for nothing but himself and his profit margins. In the end the choice is yours. That is the one thing I try to protect more than anything. Your right to choose. I'll be signing off now. By the time your rescue teams get here we'll be long gone. Take my advice don't try and find us." Superman looks at the Hulk. "You want to add anything?"

"RARRGGHH!" the Hulk roars.

"Eloquently put," Superman jests before he puts his fist through the device, ending it once and for all. "We'll be taking our leave, Major. It's not been a pleasure," he says to Talbot.

And with that the alien and the monster depart.

* * *

It's dark. That is the first thing Bruce Banner notices. It's night time. He can see the stars. He's sitting up against some rocks.

"Awake I see."

Bruce eyes turn to find Superman, hovering cross-legged nearby.

"There's clothes in the bag next to you. I salvaged what I could from your hiding place," he informs the good doctor.

Bruce grabs the bag and rummages around for something to wear. "What happened?"

Superman arches an eyebrow. "You don't remember?" he queries.

"Not really."

"SHIELD found us...and I got to meet your angry side."

Bruce winces. "Did I hurt anyone?" he asks in concern.

"Well a couple of my molars are a darn sight looser than before," the alien teen gripes, rubbing his jaw. "And SHIELD is looking at one enormous repair bill but apart from that no, no-one was seriously hurt."

Bruce nods relieved as he disappears round behind the rock, gets changed and comes back round.

"May I ask..."

"About the Hulk?" Bruce guesses.

Superman nods. "What is he? Who is he?"

Bruce chuckles humourlessly. "I wish I knew. I call him the 'Other Guy'. He's all my rage, all my violence made flesh. When I transform my conscious mind shuts down and he takes over. I've been trying to cure myself for years. Find a way to prevent the transformation."

Superman looks at the doctor, assessing him. "I know a bit about split personalities. There's this substance that brings out my ID. That selfish, impulsive side of me. I use to talk about him in the 3rd person too but my mother refused to let me get away with it. She would always tell me that he was me, whether I liked it or not."

"Is there a point?"

"The point is even if you can stop yourself changing, from a psychological stand point the Hulk would still be there, inside your mind because he's you. However much you may not wish to believe that to be true. Believe me I don't like to think about the fact that inside me is a selfish jerk who will happily use and manipulate his friends and family for his own ends but I came to realise that repressing it, denying it was true, gave that side of me strength. Only through acceptance can you hope to gain control."

"I don't want control. I want to be rid of it!" Bruce snaps.

Superman raises his hands in a placating gesture. "Easy Dr Banner. I've already gone through enough rounds with your other half for one day."

Bruce takes a deep calming breath.

"I was only offering advice. Take it or leave it. The choice is yours."

"Thank you," Bruce says. "If no-one was hurt today I can guess that is because you intervened. It's not many people who take on my other side and stick around afterwards."

Superman shrugs. "It seems we have the same enemies now anyway."

"What do you mean?"

"It wasn't Fury in sole charge. There was a General Ross."

"Of course there was," Bruce groans. Of course Ross would be there.

"He doesn't like you. Him and that Major," Superman had easily seen.

Major? "Talbot," Bruce can assume. "It's complicated," he says.

"It always is," Superman says with a lop-sided grin.

Bruce finds himself sharing that smile. It was true.

"Is there anywhere I can take you?" Superman offers.

"No. Thank you. I have nowhere to go."

"Really? What about that woman in the picture?" Superman wonders.

"Betty," Bruce says the name with utter fondness. "She doesn't need my complications in her life."

"Well as I was trying to explain to General Ross, choice is the one thing I fight for. Why I use my powers even when all it does is expose where I am to SHIELD. Even when all I get is fear and hate in return."

"Then why do it?" Bruce asks.

"What else is my power for if I don't use to to help people? No point in having it otherwise."

"That's certainly a unique way of looking at it."

"Something else you may want to consider," Superman advises before he lowers himself to the ground and offers his hand. "Goodbye Dr Banner," he says his farewells.

Bruce takes it. "Goodbye, Superman."

Superman then rises into the air and soars off into the night sky.

Bruce sighs before he throws his bag over his shoulder and starts walking along the nearby road. Alone again on his travels. This is familiar.

(Cue the Lonely Man theme)

* * *

 **Secret SHIELD Facility…**

Some time later Commander Maria Hill walks towards the guarded entrance of this off the books facility. She is accompanied by two SHIELD agents carrying silver boxes. She is saluted as she enters her code to get through the door.

Hill and her two companions walk through the corridor until they reach another door which requires another code to open it.

Once through that they enter a large space full of automated manufacturing equipment, building robots of all sorts and shapes, including very human looking ones, minus skin which is a later process.

Hill and her companions continue their walk, passing by, on the wall, rows of liquid filled tanks and inside the tanks, hooked up with cables and breathing apparatus(think sorta like the Matrix) are people. Lots of people.

Hill stops in front of one and cocks her head to the side as she stares at...herself. It is an only very brief acknowledgement before she resumes her walk until she stands in front of a lager array of monitors and computers. She raises her hands, her right gripping the tip of her left index finger...which she then snaps off, like a pen lid, revealing her hand is mechanical. A port extends out of it and she inserts it into a slot on the console in front of her.

The main screen flickers on, revealing 3 green spheres in the shape of an upside-down triangle.

" _...Infiltration Unit designate Hill, report..."_ the mechanised voice speaks.

"I am uploading latest confrontation with the Kryptonian survivor, Creator," 'Hill' responds.

" _...Acknowledged..."_

"We were also able to retrieve a sample of his blood," she reports as the 'Agents' open their boxes to reveal metal fragments. Pieces of the missiles that hit Superman, stained with his blood.

" _...Did the humans gain any of these samples?..."_

"Negative. Infiltration Units were able to retrieve all samples before SHIELD realised they existed."

" _...You have functioned adequately..."_

" _...Continue the tests upon the Kryptonian. I will deliver to Lex Luthor the latest 'upgrades' to their primitive defensive systems so full data on the Kryptonian's abilities can be obtained and analysed..."_

"Your directives will be carried out, Creator."

" _...My arrival time has not be altered. I shall be amongst you at the scheduled time..."_

"Confirmed, Creator. Infiltration of all key defence structures will be completed before your scheduled arrival."

" _...And then the Kryptonian shall be added to the Collection..."_

* * *

 _A_ _uthor's Note: I known its been awhile since we've mentioned the Collector but its time is drawing near so time to show just how far it has infiltrated Earth in preparation for its arrival having replaced Hill with what one could call a Life Model Decoy. It also is an explanation for how SHIELD keeps showing up_ _and where the weapons that can hurt him are coming from_ _. It's 'her' testing Clark for 'her' creator. Thanks to everyone who wrote reviews. Next up; Clark returns to the mansion to find everyone acting very strangely in my take on Hypnotic._


	17. Chapter 17

Chapter 17

 **At the Institute...**

Clark arrives back home. Taking into account being chased, being injured, healing, fighting, watching over Dr Banner he has actually been away a couple of days which was never his intention. However, since no-one tried to reach him, either by phone or communicator, he can only assume nothing much has occurred in his absence.

He flies in through his window. He needs a shower and a fresh set of clothes.

Clark is just finishing doing that when his roommate walks in...and from what Clark can see Bart seems to be in an extremely good mood.

That's never a good sign.

It means his blond friend is up to something. Bart's a good guy but like many people around here he can be a bit of a mischievous prankster...and he has superspeed to pull off his pranks.

"Dude, you're back!" Bart cheers at the sight of his friend.

"You're in a good mood," Clark verbalises what he was thinking.

"Of course, stretch. How can I not be when we are being blessed by the delightful presence of that foxy Jean Grey."

Clark is confused. Not by Bart's praising of Jean because despite having a girlfriend Bart was...well still Bart. It was just the almost joyous tone, as if some divinity had descended from the heavens. "Well that's good but shouldn't she being at college?"

Bart shrugs. "The why doesn't matter, stretch. As long as she is here," he says with a rather vacant expression along with a dopey grin plastered on his face.

"Uh, Bart what about Jubilee?" Clark asks, slightly concerned by Bart's seemingly infatuation.

"What about her? She's as happy as am I that Jean's here. After all isn't Jean great? Like the best?"

"Sure, ok," Clark says, humouring his friend, all the time a nagging feeling at the back of his mind that something is off here.

"You should come see her, dude! She'd love to see ya."

"I'll do that," Clark says, deciding to find out what is going on.

Out in the corridor Clark and Bart run into Kitty.

"Clark! Bart!" she greets them in the same merry tones Bart was using earlier.

"Kitty...you're smiling?" Clark queries, nonplussed by that because he hadn't seen her smile since she was possessed by Carnage. In fact when he left 2 days ago she was still, pretty much, a wreck. No offence intended but she was. Probably not helped by the fact they had not found a way to purge the symbiote from her blood yet.

"Of course I am," Kitty replies cheerfully. "Jean's home. How can one not, like totally, smile when blessed by her presence."

"I know right!" Bart joins in in the enthusiastic praising.

Clark is steadily getting more concerned. Kitty hasn't sounded that 'Valley Girl' like in ages. She had seemed to have finally been growing out of it. "Of course," Clark humours them both. "In fact Bart and I were just going to go see her," he mentions.

"Aw, that's so sweet Clark. I know she would be totally thrilled to see ya," Kitty says, vacant expression, dopey smile, just like Bart. This is getting weird...and a little creepy.

And it only gets more so as everyone they pass is the same. Vacant expression, dopey smile, expressing their unbounded love for one Jean Elaine Grey.

When he sees even Liz Allen, repressed and tormented by her transformation, smiling like a loon and practically skipping along without a care in the world, Clark's finely honed senses tell him something is wrong. That and mind control of some sort happens around here like every other week.

Yes, that is as depressing as it sounds but back on topic.

It makes him worry about how this relates to Jean since she seems to the focal point of this strange infatuation everyone is displaying.

He isn't sure what to expect when he finds Jean but when he walks into the room she looks the same as always...albeit she seems to have quite a few people hanging around, gazing at her dreamily, especially Scott. That's weird since as far as Clark knew they were only friends at the moment.

"Hey Red!" Bart calls out to her. "Look who's back!"

Jean's green eyes look at him curiously for several moments before a wide smile grows upon her lips. "Hello, Clark," she greets him warmly.

"Jean," Clark greets her back. "Uh, could we talk? Alone?" he requests of her.

"Of course," she says. "Everyone will you give Clark and I some privacy," she requests, her voice light and charming. Everyone agrees with much enthusiasm and love of the young woman.

Clark waits until they've all gone and focusses his attention upon her...and then finds his eyes drawn downward. No. Not those...though they are very impressive. No, what he means is that hanging from her neck is a very bright, blue necklace and he can't help but look at it, like some force is pulling his eyes to it. "Is that new?" he asks, pointing at it.

"Oh yes," Jean says in a delighted tone, pushing her chest outward which only emphasises her already impressive cleavage...which maybe was the point. "Do you like it?" she asks...and her words clearly have a double meaning.

Clark blinks. There's...it's like a small headache behind his eyes...which is weird. He'a normally never sick in any fashion. He makes himself look at the red-haired woman in the eye...and boy is she suddenly standing very close to him. Like invading his personal space close. "Yeah, it's lovely. Jean, have you noticed anything strange going on around here?" he asks, forcing himself back on to why he came to see her...though for some reason he's finding it very difficult to keep his mind focussed. It keeps wandering...to her. How beautiful she is. What a lovely shade of green her eyes are. How delicious her ruby coloured lips look. What it would be like to take possession of those lips, that body...whoa, whoa, whoa. What the hell?! Is there red kryptonite around here or something?

"Strange?" Jean inquires, looking innocently naive. "No. Everything around here has seemed normal to me," she replies. She fiddles with her necklace. "Do I seem 'strange' to you Clark?" she asks, moving slightly closer to him, her tone flirty. "Or do I seem wonderful? Amazing? Perfect. Someone you would do _anything_ for."

Her words went from questions to statements and that pain behind Clark's eyes get a tad sharper. "You're my friend Jean. I would always try to help you anyway I could," he answers.

Surprise flickers through Jean's eyes. "Do you love me Clark?" she asks, her mouth moving until her lips brush against his briefly, as if giving him a tantalising taste.

"L-love?" Clark questions, finding it very hard to talk, to breathe, to think even.

Jean licks her lips, moistening them, making them oh so juicy looking. "Kiss me," she commands.

Clark hesitates. Why would he kiss her? Why wouldn't he. The two voices argue inside his head. What interrupts is what always interrupts; cries for help. "People need me. I-I have to go," he says, as he practically stumbles out the room.

He desperately wonders what that was. He means he so wanted to kiss her. Desperately so. Like a voice in his head was commanding him. He means Jean is gorgeous and sexy but they've not...they've never...in fact they haven't been on great terms recently...but she looked so good, would probably feel amazing and her smell…

Clark stops mid-stride. Her smell. It was...wrong? There was something there he had never smelt before upon her. It was like...like...Kurt. Or Illyana. Brimstone. There was a whiff of brimstone mixed into her scent. In fact now Clark takes a second, Jean's entire scent was slightly off. One might even say wrong as if that scent wasn't Jean's at all.

The thought goes as quickly as it came as he hears more cries for his help. A bad fire it seems. Well Superman to the rescue. He just can't catch a break today it seems.

* * *

Back with Jean she places a single hand on her hips and looks miffed. "Now that was interesting," she comments to herself. "Much more resistant than I imagined but I can be patient. I've had over 10years of a living hell to learn patience," she says, her anger seething through at whatever she is talking about.

Just then Scott re-enters and Jean plasters on her smile. "Yes, Scott?"

"Everything ok?" Scott asks, his look of adulation unrestrained.

"Of course. Everything is fine," she assures him.

"I'm glad. You know I live to make your life as perfect as you desire," Scott tells her, his expression one of sycophantic devotion.

"Of course I know. You're doing a fine job," she praises him. "Now if you'll excuse me I have an...errand to run."

"Where? I could give you a lift," Scott offers immediately.

Jean kisses the young man's cheek. "Appreciate the offer but sometimes a lady just needs her private time. You understand?"

"I understand," Scott nods along obediently, as if his will has been suppressed.

"Just make sure everything here remains quiet until I return," she instructs him.

"It will be done," Scott promises.

Jean smiles at him kindly before she departs the room. Upon leaving the mansion she walks until she reaches a secluded spot. She raises her hand and chants, her eyes glowing with a mystical purple energy...and it was mystical. In fact it was magical. She moves her hand in a circular motion until a purple ring forms, ripping open space/time and creating a portal.

Jean steps through and appears what is a finely furnished room. She is greeted by the bulbous headed creatures who got her the necklace. They clearly adore her and she pats one upon its head fondly. "You been taking good care of our guest?" she asks it.

It's reply is in a language beyond the comprehension of most humans.

"Good, good. I don't want her harmed. Not yet anyway," she adds with a tiny hint of maliciousness.

Jean walks out the room, into a corridor and through a very nice house...it looks like at least. She opens another door and walks in. What is in this room is a glass cell and in the middle of that cell...is the real Jean Grey. "How are you liking the accommodations?" she asks her 'guest'.

The real Jean glares at her doppelgänger. "You really expect me to answer that?" she snorts.

"Oh come now, don't be so uptight," the copy tells her off. "Then again that seems to be your natural state from what I have observed."

"What does that mean?"

"It means, Jean, you wouldn't know how to have fun if it bit you in the ass...or if you asked him or her to do it for you," the copy says salaciously.

"What do want, Madelyne?" Jean demands to know of her...cousin. Yes, her long lost cousin who disappeared along with her parents years ago. The great family secret no-one talks about. The cousin Jean had literally no idea what had happened to...until the woman abducted her a couple of days ago and stuck her in this cell which also, conveniently, inhibits her mutant powers, making escape a tad difficult.

"My life back," Madelyne answers. "The one you stole from me!" she snaps angrily, long repressed rage and hate threatening to break through to the surface.

"I didn't steal anything from you!" Jean protests. "I didn't know where you were, Madelyne. No-one would talk about it."

"Says the telepath!" Madelyne sneers.

"I don't read the minds of my family, Madelyne," Jean points out. It isn't right.

"You only live, Jean, just long enough to watch me take the life back you stole from me and once I have done that. Once everything that is currently yours belongs to me, I'll show you the hell that has been my life. That will be my final gift to you before I end your life."

"I haven't done anything to you, Madelyne," Jean argues.

"Exactly. You did nothing. You forgot I even existed."

"That's not true!" Jean protests vigorously. "I've often thought of you. Maddie, please," she pleads with her cousin. "Don't you remember when we were young. You, me and Annie. Playing with each other. Being friends," she tries to reach out to her cousin.

"I remember," Madelyne confirms.

"Then don't do this...or at least explain to me why," Jean would like to know because she's had no proper explanation of why. Why Madelyne has done this. Locked her away. Accused her of stealing her life. Jean just doesn't understand.

Madelyne looks at her with identical green eyes...except they're hard and cold unlike the warmth and compassion Jean displays. "You'll learn why soon enough...or how about an exchange?"

"Exchange?" Jean questions, wondering what that means.

"Tell me about the Star Child. Tell me why he is resistant to my control."

Jean's face hardens. "You can't seriously expect me to tell you how to get control of him," she says in disbelief. She is one of the people who understands the most why it must not be allowed for Clark to be controlled. Just not the obvious danger Clark can pose but the effect it would have on Clark himself. He's not over what Apocalypse did to him. The last thing he needs is someone else messing with his mind. Could set him back months. She won't do that to her friend.

Madelyne moves right up to the glass wall. "I'll get control of him sooner rather than later," she darkly promises. "It can be pleasant rather than the opposite...and speaking of pleasant, tell me; what is he like?"

Jean is baffled by that question.

Her copy rolls her eyes. "In bed," she elaborates.

Jean folds her arms across her chest and says nothing.

"You...you don't know do you. You never..." Madelyne chortles. "Oh wow, I knew you had wasted the perfect life you had been given but seriously?! He's the most powerful man on this planet and you've had two years. I would have had him wrapped around my finger inside a month," she claims.

"Well that's the difference between you and me, _Maddie._ I don't see men as some conquest, as something to be dominated over. I see them as equals and partners. That's the way, the only way, a relationship can last and be fulfilling for both."

Madelyne snorts derisively. "Men exist to fulfil a woman's needs, nothing more...and my guess is that the Star Child has far more than needed to fulfil every need. You really have no idea, do you, of who and what he is. I do. I've heard all the prophecies. With him at my side I'll bring this world, this world that forgot me, abandoned me, to its knees. I'm already a Queen, Jean. Soon the whole world will bow to me as its Queen."

"Never going to happen, Maddie," Jean dismisses that notion.

Madelyne smiles disturbingly. She raises her necklace. "Oh but it can. See this. Its power entraps all who see it in a hypnotic trance, bending their will to mine. The previous owner had no idea what she possessed nor the limitless power it can unleash. I can entrap every mind on the planet, turn every single man, woman and child into loyal subjects. I'll let you live, Jean, just long enough to see that too."

"You'll fail, Maddie. My friends will stop you."

"Your friends already belong to me!" Madelyne snaps aggressively, bordering on the unhinged. "Your life belongs to me! The Star Child will belong to me! The world will belong to me! And all those that forget me, shunned me, threw me away, will learn that that was the first and last mistake they ever made!"

Jean just stares at her double. Maddie was insane. There is no other word for it. You can see it in her eyes. That glint of pure madness.

Madelyne takes a moment to get herself back under control. "You've already lost Jean," she states it, her voice calm now. "Your life, as pathetic as it was, belongs to me now. As far as anyone else is concerned I am Jean Grey. And soon, very soon, your troubles will be over. Think about that. Think about how, amongst all your enemies, it is your poor, forgotten _cousin_ that defeated you so easily. You've wasted the perfect life you were given, Jean. I won't make that mistake. Now, if you'll excuse me, I have a living God to seduce," she says with a smarmy smile as she walks off, an extra sultry sway to her hips that Jean herself doesn't use.

Jean glares at her copy's back. Her mind picks up that there was something...strange about the way she said the word 'cousin'. As if there is a deeper hidden meaning, as if there is something Jean is missing. And yet the red-haired beauty is also on the verge of not giving a damn. She doesn't know why Maddie is doing this or what has brought her to this point but her plans...enslaving her friends...trying to seduce Clark…

Jean's usually a very pleasant young woman. Full of love and compassion. The heart of the X-Men in a fashion but that does not mean she doesn't possess a temper because she can assure you she does and right now that temper is fraying at her self-control.

Mentioning living Gods, Madelyne's departure means she misses the glow of golden psychic fire within Jean's eyes. It's never advisable to piss off the host of the Cosmic Force of Life itself...but as the saying goes; all good things come to those that wait...or in Madelyne's case bad things. Very bad things….and there won't be that much of a wait.

* * *

 **At the Institute...**

Clark returns from helping put out the fire and rescuing people. The reaction was as mixed as he can come to expect it. Some people were genuinely grateful. Others looked at him with suspicion and fear. A few with real hate because he's an alien.

And, of course, he is still burdened by his own self-doubts after Apocalypse so those later looks don't help him move past his belief of his own corruption.

A 2nd shower this evening to get rid of the smell of smoke and soot stains gives him a few moments to organise his thoughts and return to the issue of Jean.

Something is wrong with Jean...but it's like there is a fog and it's really hard to concentrate. As if some force is trying to stop him figuring it out.

Maybe he should go see his parents. Yes. He means he forgot to before. Which is so unlike him. He's been away for a couple of days and he forgot to let his parents know he was alright. That's wrong.

How had he been so distracted?

Oh right. Bart had been acting weird and then he saw Jean and then...gah...his brain feels like mush.

He gets out the shower, dries himself off, has a pair of his favourite worn jeans just put on when there is a knock on his door. "One mom-guh," he says stupidly as the door opens and standing there is Jean, looking astounding.

That top...looked to be like a size too small at least, meaning it looked like it was coated on her, emphasising her _charms_...and her pants were no different, clinging snugly to her hips and she had made the effort to do her hair and her make-up...and above all of it Clark finds her eyes drawn to that necklace once again...and the pain behind his eyes return.

On her part 'Jean' was taking advantage of the fact that he was shirtless, her eyes shamelessly roaming over his sculpted torso. Maddie finds herself playfully nibbling on her finger. It was better than she imagined. Oh she can't wait until she sees what's under those jeans. Unlike her _cousin_ she does not plan to waste any time.

"C-can I help you Jean?" Clark asks.

"Yes," she breathes sexily.

Clark finds a sudden lump in his throat...and if he doesn't keep it under control there will be a lump in his jeans soon enough. "In what way?"

Maddie lets him off the hook...for now. She needs for him to be in her presence, under the influence of the necklace for a longer period of time before she seals the deal. "Well I was thinking of helping you," she says.

"H-helping me?" he queries, not sure what she means.

"Well you must be hungry after bravely aiding with that fire," Maddie points out, having seen him on the news. "How about you and I have dinner... _together_ ," she says, putting a heavy suggestiveness on the word.

"Uh..."

Maddie barely hides her frown. He's still resisting. She flutters her eyelids and pours on all her substantial feminine charm. She lays a hand on his arm and gives the firm muscles a squeeze. "Wow, you feel like steel," she absently mentions, her mind going to a very dirty place.

"Yeah, well, that is Kurt's nickname for me."

"Hmm?"

"You know, the Man of Steel."

And Maddie's mind goes to an even dirtier place. "I would like to put that to test later. You know, dessert," she huskily moans.

Clark will be the 'Man of Steel' in about 2 seconds if she keeps this up...no, not up. Up is a bad word. Bad, bad word.

"We'll get to that later," Maddie repeats her promise. "Now how about you put on a shirt and let me escort you to dinner, hmm?"

Clark grabs a shirt and pulls it over his head, arguing a point as he goes, "The gentleman in me wants to argue that I should escort you."

Maddie laughs delighted. "How wonderfully quaint and chivalrous," she remarks.

Clark frowns slightly. To him Jean's laugh sounded off. He's heard Jean laugh. This is slightly different. Perhaps no-one but him would notice that the pitch and tone is off but it is.

"However, you were the one risking your life for others tonight so how about you let me do something nice for you, hmm?"

"It was only a fire. I was hardly in nay danger."

"Modest too. Aren't you just the perfect man," Maddie says hungrily, her eyes roaming over him again. "You need the perfect woman," she remarks, clearly referring to herself.

Clark rubs the back of his neck in his usual gesture when he's feeling uncomfortable and awkward.

"Come now. Our meal awaits," Maddie says as she links her arm with his and escorts him away. She's had her 'subjects' prepare everything while Clark was out. To her this night will only end one way. With the Star Child under her power...and in bed, under her...or over her...or in any and every way imaginable. As long as she gets him under her control. That's all that matters right now.

* * *

Some part of Clark's mind knows he should be bothered by the way Jean seems to be using his friends like slave labour, bringing them their meal. She had had a whole room transformed into an intimate dining space...and Clark means intimate.

Yet he can't quite bring himself to focus enough on that. He's too mesmerised by her...her necklace...by her.

"It must be quite tiresome," she says.

"Hmm?"

"Being chased all the time," 'Jean' reflects. Their conversation had gotten onto his travails with SHIELD. "Not to mention all that effort you put in saving those ingrate humans," she adds, a hint of distaste in her voice.

Clark frowns. That doesn't sound like Jean.

Maddie reaches over and places her hand atop of his. "Surely even you must desire a rest now and again. To take a day off. Relax. _Enjoy_ yourself."

"Well who doesn't," Clark says with a small laugh.

Maddie laughs along a well for appearances' sake. "Too true. But, you know, it is not actually selfish to admit that you have needs. Wants. _Desires,"_ she says in a sensual voice. She sexily strokes the back of his hand with her fingers. "And a man such as yourself, a Superman, I can only imagine how powerful those feelings, those urges, must be for you. Far stronger than for any normal mortal I'm betting. Surely you must need an _outlet._ To _indulge_ yourself."

Even someone as thick as Clark can be at times acn tell when he's being come onto...and right now Jean is being about as subtle as a bulldozer. Clark swallows. "When the world around you is made of cardboard the one thing you can never do is indulge yourself," he replies. Yes, he has urges like anyone else but he's not just anyone else and they must be controlled or he could easily destroy everything and everyone around him. Apocalypse turning him into War taught him that truth more starkly than anything else ever could.

"Oh, I think the opposite. I think you just need to find the right person. A partner, if you will, who can teach you how indulging yourself can bring you to new levels of _pleasure._ The world is your oyster if you only desire it to be. _"_

"I don't desire the world," Clark argues.

Maddie rises from her seat and saunters round the table, swaying her hips in an alluring manner. She then sits back down...on Clark's lap, straddling him, her arms wrapped around his neck, her hips sensually grinding slowly into him. "Then how about me, Clark? Bring your focus on the here and now." She takes his arms and places his hands on her hips...and then decides on something better and pushes them down until they are cupping her bountiful rear end. She leans in, bringing her lips to his ear. "How about me, Clark?" she asks again, a sexy whisper. "Do you find me the least bit desirable?" she asks him, her tongue gently licking the shell of his ear...and she can hear his groan, feel his body shiver slightly.

"Jean I..." whatever Clark is about to say is cut off when she kisses him, aggressively, her tongue eagerly seeking and finding purchase. Her hands grab his shirt...and she literally rips it open giving her access to the chiselled plains of his torso. She drags her nails across. "Jean," he moans.

"I want you," she says, hungrily. "Let me show you how much." Maddie was tired of beating around the bush. Time to get to the heart of the matter...or a bit lower in Clark's case.

Clark watches as Jean leans back, her hands drift down to the bottom of her top and is one swift motion she pulls it over her head, managing to leave her necklace on, swinging tantalisingly between two beautiful mounds of exposed flesh. She was not wearing a bra.

"I'm not wearing panties either," Maddie says as if knowing his thoughts, playing the ultimate temptress...though it is true. Underwear was a waste of time tonight. She knew what she wanted and she was going to get it. She guides his hands to her breasts, feeling the warmth and strength of them as they hesitantly caress her. "Yes!" she hisses in pleasure. "That's it, Clark. Take them. They're yours. I can be yours. Just say you want me and you can have me." She looks directly into his eyes, her voice echoing with power, her eyes glowing, the necklace glowing brighter as she uses her mystical abilities to amplify its effect. "Want me. Desire me. Obey me," she commands, determined to break his resistant. Make his mind and body hers.

That pain behind Clark's eyes is still there but the lust, the passion, the want is far stronger. All he can do is whisper a single word. "Yes." And then it is his turn to kiss her, passionately. To attack her mouth aggressively with pure want and desire. To have his hands explore the generous amount of exposed flesh. His mouth moves downward, onto her neck...and lower.

Maddie throws her head back. "YES!" she cries. This is what she wanted. From the moment she learned the Star Child was here she had planned to have him. And once she does, once they consummate this, he will be hers forever. His will will be bent to her own.

There is also something else that will soon be hers. She's sitting on it, feeling the hardness growing. Oh she cannot wait a moment longer. "Bed. Now," she orders him in a lust-filled growl.

His hands lift her up under her ass and he carries her with ease towards the bed…

* * *

 _Author's Note: If you didn't figure it out the woman Maddie killed a few chapters back was Simone from the Hypnotic episode of Smallville so she could steal her mystical amulet. Everything, it seems, is coming up Maddie. For how everyone got into this position, under the Goblin Queen's control, how Maddie has replaced Jean, the exposition bit will come but for right now it does kinda look like she has won. X-Men under control; check. Jean locked up; check. About to have her wicked way with Clark; check. Yep, it's all looking pretty good for her so far. Thanks to everyone who wrote reviews. Next up; Hypnotic part 2._


	18. Chapter 18

Chapter 18

Maddie finds herself thrown down upon the bed, her eyes glowing with both lust and power. "You'll no longer deny yourself, Clark," she tells him. "Every want, every desire, I will fulfil. Only through me will you get the pleasures a man like you deserves," she reinforces her control through promises of sinful pleasures. In her line of thinking no man could ever resist those promises. She'll barely even need the necklace once she's shown him the delights only she can bring.

Maddie's eyes roam over his chest once again. Even though they're both topless that is still way too much clothing. "Oh Clark," she sing-songs, beckoning him with her finger. "The perfect man deserves the perfect woman. Come here and let us achieve perfection together."

He bends down, his large frame over hers, her hands going for his pants…

...when sudden panicked noises echo around the room.

"How dare you interrupt me?!" Maddie screams, her voice full of menace and frustration, outraged about the interruption. She was so close!

Her creature servants, as there are now three of them that have appeared in the room, cower but continue to talk rapidly in their language.

Maddie's green eyes narrow. "What do you mean she has escaped?!" she says in ire.

The three servants cower back more, desperately trying to explain what they really can't, fearing the wrath of their Queen.

Maddie cannot believe this as she pushes the hunky alien aside and gets back to her feet, pacing, annoyed as Clark looks at her, his expression bordering on the blank. That's when it hits her what she can do. She can get him to take Jean out. Her lips curve up into a sinister grin. "Clark, honey, I need you to do a favour for me," she requests.

In an instant he is there, her in his arms.

Maddie smiles, patting him on his large bicep. "Appreciate the thought. We'll get back to that later, I promise," she says in sultry tones. "For right now I need you to take care of a pest for me."

"I'll do anything for you," he says, his expression as mindlessly dopey as all the rest.

"Well for now get dressed..."

In a blur he's gone and then he's back in his Superman costume only seconds later.

Maddie looks at him impressed. "We are definitely going to have to _explore_ all your abilities later," she says, innuendo coming through. "Now I think I'll slip into something more comfortable," she says, as she raises both her hands and snaps her fingers.

What little she was wearing is replaced by not that much more. Black strips of fabric, straining to keep her breasts covered, long black gloves on her hands and up her arms and black triangular strips of black fabric from her hips, covering the important parts and on her legs, thigh high black boots. Attached from her shoulders, black, ragged at edges, fabric forms a cape. It's the sort of outfit you could never imagine Jean wearing yet on the identical body it looks quite astounding. She chants her teleportation spell and opens a portal.

"Right then, _Superman,_ follow me," she commands him as she steps through the portal with him one step behind her. Maddie cannot wait until Jean sees who it is that is going to beat her down. The look on her double's face...oh, it's gonna be priceless.

* * *

Elsewhere Jean is focussing on trying to find a way out of this house...assuming that is what it is. The place seemed endless with twisting corridors. Like a maze.

You know Jean's still not even sure how she got out her prison to be honest. After Maddie left she stood there...and then paced back and forth, getting more and more agitated, worried too about what Maddie was doing to her friends. If she truly had them under her control, god only knows what Maddie was making them do.

And that is the worse part of all. God only knows because Jean knows nothing. Nothing about what happened to Maddie. Nothing about what is behind this. Nothing about how the hell Maddie looks identically like her. She means she can remember everyone saying, when they were kids, they looked like twins but they were cousins, weren't they? Cousins may look alike sometimes but she can't see how they can look identically alike. It's just not possible. Maddie's mother is Jean's Aunt, her mother's sister. The Aunt no-one talks about and right now Jean is starting to wish she had asked for more damn answers.

Maybe it would explain this. Then again, maybe it wouldn't.

A couple of those creature that serve Maddie approach and Jean telekinetically throws them away. That was how she escaped from her cell, by the way. All her worries, all her concerns, all her anger...it was like it was too much for the power inhibitors in the cell. They blew up...literally and Jean smashed her way out using her mind.

Saying that, it is not the 1st time Jean has tapped into this well of potential inside her. Sometimes it scares her because when she accesses it those times, it seems limitless and she is afraid it will swallow her whole, consume her and she will become lost to it. Yet another part wants her to embrace it. To become one with it. To have all that limitless power at her fingertips. Just imagine what she could do…

Jean shakes her head. Focus. She needs to escape. Needs to help her friends and stop Maddie.

Speaking of Maddie...

"There you are!"

Jean spins round...and her eyebrows rise at the outfit her copy is in. Seriously?! "Interesting change of outfit," she comments, with a slight sneer.

"Ah, well that's because you never learned the simple maxim of; if you've got it, flaunt it. Seriously Jean, what a waste it is to cover up this body we share," she critiques while she points at herself. "Now, how about you surrender? I don't particularly wish to hurt you...yet," she tags on darkly.

Jean summons up her power and flings a small table from against the wall at her copy.

Maddie looks positively bored as with a simple wave of her hand she diverts it. She catches Jean's surprised look. "What? We look alike. You didn't think we possessed the same powers?" she asks in rhetorical tones. "Tsk tsk. Getting sloppy Jean. You should have been able to sense my psychic presence by now," she criticises with a disappointed shake of her head before she sends a mental bolt attack at her twin.

Jean blocks it...though it's not easy. Maddie seems to be practically as strong as she is. Great. Just great.

Maddie smirks. "Come on Jean, is that the best ya got?" she taunts. "Ms High and Mighty X-Man. Didn't you help save the world or something? So far I'm not impressed," she taunts the identical red-head.

Jean unleashes her own psychic attack which Maddie blocks. Jean raises her hands and adds a telekinetic force to her attack. Maddie raises her hands and pushes back.

The whole corridor starts to vibrate and pieces start to break off the wall as the identical women combat each other.

Course the thing about telepaths is that they could look like they're just standing there, doing nothing as their fight happens on the astral plane.

Course what Maddie knows, that Jean doesn't, is that the former has a secret weapon. What she wants is Jean distracted. Focussed fully upon her. That way she'll never see it coming so Maddie pushes harder, making Jean focus all her mental energies upon her.

A pain lances through Maddie's head as an attack slips through.

"Give it up Maddie," Jean begs her copy, not wishing to harm her that much.

"Bite me Jean," Maddie retorts before making the wall's either side of Jean explode toward her twin.

The pieces stop and hover as if stuck in an invisible force around Jean whose green eyes narrow and she flings the pieces at her copy.

Maddie resorts to magic to fling up a forcefield. Lets see Jean counter that. "I have power you can never imagine. After today no-one will ever think you are my better ever again!" she spits out furiously.

Jean's brow furrows in confusion. When did anyone ever think that? She never did. She doubles down on her attacks, focussing the entirety of her mental power upon…

"Clark! Now!" Maddie shouts.

Before Jean can react something appears behind her and TAP!

Clark taps his superpowerful finger on the side of Jean's head and she collapses like a sack of potatoes.

Maddie strides up to her fallen twin, rubbing a spot between her eyes. Ouch. "Well done, my beloved," she congratulates him using a new term of affection. "Pick her up will you," she requests and Clark bends down and scoops Jean up into his arms. Maddie brushes Jean's identical to her own red hair back and gazes at her twin. "Shame. Blessed with all those looks, all that power and no brains whatsoever in how to use it properly," she almost sounds sorry for Jean. "Bring her," she commands. "It's time I explain what happens next," she decides. Now that her night had been interrupted she might as well get started on her grand plan.

Madelyne turns on her heels and strides off with her new loyal servant following on behind.

* * *

When Jean wakes up this time she finds herself chained to a wall, as she hangs there. She looks up. It's a very large room. Almost cavernous in size. There's a lot of equipment in this room...though it kinda looks like stuff from a Frankenstein movie. Most prominent at the heart of everything is a large blue stone practically the same size as herself. It looks like the one around Maddie's neck...only bigger, much bigger and not glowing eerily as that one does.

Jean also spies Clark standing there, on guard it seems like.

"Clark," she says in a loud whisper.

Nothing.

"Clark," she tries again. "Come on, please. Don't tell me she has you under her control. Not after Apocalypse."

Clark blinks at her. "Apocalypse?" he queries.

Jean's eyes brighten and her hopes rise. Yes. Maybe she can reach him. "That's right. You remember. He turned you into something you're not. Something cruel and horrible. Not the kind hearted, brave and principled man you are. I know we haven't been getting along great lately but you are still my friend and those are amongst the qualities I admire in you."

"Don't waste your time Jean," Maddie interrupts as she appears from behind Clark. She throws her arm around him and sprawls herself across his large frame. Her hand tilts his chin downward and she kisses him deeply on the lips. "He belongs to me," she whispers in triumph before turning her gaze back to her twin. "Your friends, your life belongs to me now and I'll make far better use of it than you ever have."

"What would you know?" Jean accuses.

"What would **I** know?" Maddie retorts the question back. "Quite a lot actually. You want to hear the story, Clark?"

"I want whatever you want," he says, his voice flat and listless.

Jean frowns more as she tests her powers...and finds them denied to her. More power inhibitors she guesses. She broke them once. She can do so again...but she needs time and if Maddie wants to indulge in the love of her own voice then Jean will just let her.

"Well then lets us start with my parents; Roy and Phyllis Pryor. Phyllis, sister of Elaine Grey, Jean's mother. Elaine Grey who got everything. The rich doctor husband, the nice house and blessed with a large family. Four before Jean was born but alas poor Phyllis, she never got any of that, especially not the kids. It burned at her to see her sister get everything and she got nothing. And then one day Roy and Phyllis get told the _delightful_ news; Elaine was pregnant with her," Maddie nods in Jean's direction.

Maddie sighs. "Now we get to the nub of the matter. The issue that would cause the family's schism. Mom and dad were secretly devil worshippers."

Jean looks as shocked at that as you might imagine. Her memories of Uncle Roy and Aunt Phyllis were not of bad people.

"Desperate for a child of their own and jealous beyond contempt at Elaine they preyed to the Devil to aid them...and guess what? He answered," Maddie announces it in dramatic tones…

* * *

 **Annadale-on-Hudson, New York, Twenty Years ago...**

If you believe in something, no matter how crazy it might seem, you must believe that it is all real. Roy and Phyllis believed in the Devil. Not that he was 'Evil Incarnate' but a liberator. A liberator from the oppressive laws of God which sought to deny what was the truth of human nature.

A cruel God who had denied them a child of their own but given it all to Phyllis' sister who never deserved it, the shallow bitch. Marrying a rich doctor for nothing but his money. Oh, Elaine might put on the kind act that it was really out of love but Phyllis saw through it. What she had with Roy was true love.

When they heard child number 5 was coming along when Phyllis herself had none and was getting older all the time they turned to the deity they worshipped for help...and he answered.

Around the pentagram they had drawn on the floor flames erupt and then he is standing there. Red skin, red horns, tail, just like the images depicted him as.

Course what they don't realise is that this particular devil has a name. Mephisto. And he heard their prayers and knowing what he does about the Grey family he saw an opportunity for himself for the future but his help is never free. Nope. These two idiots have to make a deal with him.

"So you seek a child," he addresses them.

"Yes, Lord," Roy answers, bowing.

Mephisto strokes his beard. "And are you willing to pay the price?"

"Whatever it takes, just so long as I can rub it in my sister's face," Phyllis seethes.

Mephisto grins. Aw, jealously and pettiness. How wonderful. "I will give you a child...for 7 years. When she turns 7 she'll be mine," he lays out his conditions.

"Well..." Roy ums and errs.

"Or I can just have your souls instead," Mephisto helpfully points out.

"7 years. Sounds perfectly fair," Roy quickly agrees.

Mephisto silently chuckles. Fools. He manifests a parchment. A contract. "Right then. Your signatures," he demands of them.

Roy and Phyllis jointly reach for the parchment...and both prick their fingers on the metal case. Drops of blood fall upon the parchment.

"Excellent," Mephisto proclaims as the contract rolls up and vanishes to wherever he keeps them.

"So what now?" Phyllis dares to ask.

"Hmm?" Mephisto queries in idle boredom. "Oh, right. The child. It's done," he informs her. "You will have a beautiful baby daughter just like your sister."

Roy and Phyllis are ecstatic and thankful. "Thank you my Lord! We are truly not worthy!"

"Tell me something I don't know," Mephisto mutters under his breath. Louder he says, "It's always nice to meet the true believers but have to go. Hell doesn't run itself you know," he tells them before vanishing back where he came from.

* * *

 **The Present...**

"A beautiful baby daughter just like her sister," Maddie repeats the words the devil used. "I think I qualify as being _just like you_ , wouldn't you say so Jean?"

Before Jean learned about the truth about Illyana she could never have believed this story but now...her and Maddie's resemblance...

"Mephisto copied you. His dark magic caused the embryo that was you to divide into two. One for Aunt Elaine. One for dear ol mom," Maddie explains what happened.

"B-but that makes you..." Jean stammers slightly, unable to quite say it.

"Yes?" Maddie pushes for Jean to say it.

"My identical twin sister," Jean says in a breathy voice.

"Surprise!" Maddie says in a high-pitched tone with a smirk.

Holy...just...Jean can barely process this. She has a twin sister. "But you were 5 when you moved away," she mentions. Two years before the deal expired.

"Yes, well mom and dad's dirty little secret religious practices came to light. Oh, the scandal! Imagine what would have happened to your father's career if it was found out his relations worshipped Satan so we were driven away and so started the perfect life of Jean Grey while Madelyne Pryor's life began its downward spiral!" she spits angrily. Her fury at what she deems to be an Injustice burning deep inside her breast.

"Maddie, I didn't know. How could I have known?" Jean defends herself. "No-one talked about it."

"If you had really tried to could have discovered the truth Jean. You just didn't bother," Maddie lays it out as she sees it. "Oh, no, out of sight, out of mind for your dear, sweet _cousin_ ," she accuses Jean. "But being taken really out of sight, that came on my 7th birthday," she begins, her voice carrying the gravitas of what transpired that day...

* * *

 **The Pryor Household, Thirteen Years ago...**

Today was Maddie's 7th birthday and her parents had gone all out to make it a good one. Maddie didn't know the why behind the extra effort but she doubted it would be all that great. Ever since they moved away from her cousin Jeannie, Maddie has been fairly miserable. She was not to talk about that though. She had been told sternly and often enough that her cousin and her aunt and uncle were not to be talked about.

And it meant Maddie was lonely. For some reason she had been discouraged from making friends in the new city they moved to.

While Maddie opens her presents the doorbell rings and her mother answers it. A short time later she returns with a thin faced man with a beard and moustache...and her mother looked as white as a ghost.

Upon seeing the man her father goes white as well.

The man, meanwhile, smiles joyfully and introduces himself, "Well hello there my dear. I'm your Uncle."

"Uncle?" Maddie queries, confused. She didn't know this man.

"And I have a gift for you," he announces merrily.

Maddie's green eyes widen in excitement at the mention of a birthday present. "Where is it?"

The man's face screws up in confusion. "That is an excellent question, little one. Let me look," he says, searching through his pockets and finding nothing. He taps his chin with his finger before his eyebrows rise and he snaps his fingers in a 'Eureka' moment. "I remember," he announces as he bends down in front of the young girl, places his hands flat against each other in a horizontal manner and then, in a theatrical puff of smoke, pulls his hands apart to reveal a beautifully wrapped present.

Maddie gasps. "Are you a magician?!" she asks excitedly.

The man smiles. "Indeed I am," he confirms. "Here, take it," he offers the gift to her.

Maddie takes it and rips the wrapping off to reveal a plain brown box. She opens the box and pulls out a metal cylinder, containing rolled up parchment. "Ow!" she yelps as she pricks her finger, dropping it. The parchment glows from the single drop of Maddie's blood.

The man picks up the parchment with an evil smirk. "And thus the terms of the contract become fulfilled!" he announces as his human disguise disappears and Mephisto, Lord of Hell, stands there. "Now, little one," he address her, "you belong to me."

Maddie just sits there, petrified and she has every right to be because her own personal Hell is just beginning.

* * *

 **The Present...**

Jean is horrified at hearing this. "Maddie. I'm sorry," she apologises. "I didn't know."

"No, you didn't care to know," Maddie retorts back. "You had your perfect little family, your perfect little friends and to top it all off you get gifted as one of the most powerful mutants on Earth whilst I was put to work as Mephisto's slave in the bowels of Hell!" she seethes at the vastness of the injustice inflicted upon her.

Jean can only look on with real sympathy. Maddie won't listen but if Jean had known she would have tried, tried so hard to help her...sister.

Maddie calms her emotions. "Whatever purpose Mephisto had for me, he either forgot about it or it was part of a plan yet to come to fruition so I was forgotten in time. Shunned. Discarded," she says with anger at her treatment. "I was treated as something you step in by the other demons. Then, when I didn't think it could get any worse, I was found...or perhaps I should say saved by other forgotten denizens of Hell," she explains, a small fond smile coming to her lips as she recalls. She signals for a couple of her subjects to come to her and places one hand on each head, indicating these are what she is referring to.

"Who are they?" Jean asks, deliberately avoiding the word 'what'.

"They're Goblins," Maddie answers. "Demons look down upon them as lesser creatures so like me, they were shunned, forgotten, trampled upon but they have a nobility demons can never possess. They took me in, cared for me, fed me, taught me how to survive, taught me their ancient knowledge and magics. In return I used my powers to protect them and eventually to escape back to their original dimension from where Mephisto had stolen them from, millennia ago. They were so grateful to me they made me their Queen," she says, rubbing their heads fondly.

Maddie smiles in a nostalgic manner. "As nice as it was I still missed Earth so I returned. After all I just had to see the parents who sold me to the freakin devil!" she snarls in anger.

Jean is worried here. "What did you do to Aunt Phyllis and Uncle Roy, Maddie?"

"I did to them what they did to me! Sold them off to be slaves!"

"Oh Maddie," Jean says disapprovingly.

"What?" she snorts. "Don't spare them an iota of sympathy, Jean," she scoffs at the very idea. "They got exactly what they deserved," Maddie states with no hint of regret. In fact she's quite proud of herself.

"Maddie, I'm not saying they didn't deserve a punishment but sinking to their level isn't the way. That's not justice. It's revenge."

"You're damn right it is!" she states that proudly. "And spare me your moralising Jean. You offer it like a gift. It's sickening...especially coming from you because after I dealt with mom and dad I dropped in you. The one relative I remembered fondly and what did I find? I had been forgotten. You were this perfect, little special princess with all the brains, looks and power. You had the loving family, the good friends. You had everything and as I watched you from afar I came to a conclusion; you deserve none of it!" she snarls, getting right into Jean's face.

"I work for everything I have Maddie," Jean responds calmly, not wishing to rise to Maddie's anger. "You make it sound like it was handed to me," she counters.

"It was," Maddie believes.

"It was not. You think my life is easy?" Jean scoffs. "I'm a mutant, Maddie. I meet people every day who hate me simply because of the way I was born. I encounter barriers and obstacles thrown in my way out of bigotry and ignorance but I don't use these hardships as an excuse."

"Hardships?!" Maddie practically screeches the word. Her anger so intense she slaps Jean one across the cheek. "You don't know the meaning of that word, Jean. I've watched you, spent the last few days living your life and what I learned is that you've wasted it. You were gifted this easy life where you got given everything and you waste it. Well I won't," she insists, tapping on her chest. "With both the Star Child and the X-Men under my command I will take this world as my own."

Jean's green eyes narrow in anger and pain at the slap and at what Maddie has done to her friends. Her gaze flickers towards Clark.

Maddie spots it and grins triumphantly. "And you thought I couldn't do it I'm betting. Get the Star Child under my command. He was quite resistant I will confess. Usually my amulet is instantaneous in its effect. See your friends as an example. After I abducted you and took your place they all fell under my spell with only a glance. He," she points at Clark, "I had to go some to break his resistance," she confesses.

"How do you know that term?"

"What term?"

"Star Child," Jean elaborates..

Maddie strokes her hand up and down Clark's arm affectionately. "I told you, I know all the prophecies regarding him. With him at my side I will crush Mephisto and all the other demonic entities who are responsible for my life because that is his destiny. I'm just modifying it slightly to where he rules beside me as my King."

"As your slave you mean," Jean corrects her copy in disgust.

"You say tomato, I say tomate-o," Maddie sing-songs. "Emphasising on the 'mate' bit I might add. You have no idea what you're missing," she says with a naughty smile.

Oh dear god, she didn't. Jean feels sick. That's horrible. Clark isn't in his right mind. "That's no better than rape, Maddie," she spits out furiously. In fact it was exactly that; rape.

"He wasn't complaining," Maddie answers back, not revealing that they were in fact interrupted before they finished. However, Maddie intends to get back to finishing that very shortly. "Were you, beloved. Kiss me and show Jean what I mean to you," she orders.

"Clark, no, fight her," Jean begs but it's no good. She can only watch on as Clark lowers his head, touching his lips to Maddie's. Jean is caught between wanting to close her eyes and not have to watch her friend being abused like this and just not being able to turn away due to morbid curiosity. Anger growing inside her all the time at what her copy is doing.

The kiss deepens, Maddie sighs pleasantly and…

CRUNCH!

' _Crunch?'_ Jean thinks to herself. What?

Clark moves away and as he does so he rips the necklace off Maddie's neck and as he opens his hands, tiny crushed pieces of the stone fall to the floor.

"What have you done?!" Maddie screeches in horror.

Clark's face screws up in anger as his powerful hand wraps around her dainty neck. Maddie helplessly grasps at it as she gasps for breath. "I was a Horseman of Apocalypse. Do you really think he left us so easily controlled?" he asks her, his voice as low and dangerous as Jean has ever heard it. To put it bluntly; he was pissed. He then throws Maddie across the room before he turns to Jean and rips her chains away. "You alright?" he asks her, his voice softer in concern.

"Are you?" Jean asks back, with the same concern.

"Ask me later," Clark pushes off answering it.

"You will suffer for this! Both of you!" Maddie promises, her voice dripping with contempt and menace as she rises back to her feet.

Clark and Jean stand side-by-side as they turn to face her.

"And here I thought I had the problematic sister," Clark jokes badly.

Jean rolls her eyes. "In my defence I didn't even know she was my sister until 5 minutes ago."

"My subjects to me!" Maddie commands, her voice echoing with power as her eyes glow with purple mystical energies.

All around the room portals open and dozens of Goblins pours into the room.

"Get me to Maddie. I'll deal with her," Jean proposes. She only feels it right she deal with her sister.

Clark nods his agreement when, amongst, the horde of Goblins, they form two piles and a mystical energy encompasses them. When the light and energy fades instead of a pile two giant Goblins stand, at least 10 feet tall. For Clark it's just more green skinned giants for the second time inside a day. When faced with such a situation there is only one thing to say. "We're going to need a bigger boat."

Jean just looks at him. She can't believe he said that.

* * *

 _Author's Note: Quite a bit of much needed exposition of my own background for Maddie. Sister, clone, copy, genetically it's all the same thing really and I wanted to skip over her comic book origin of being a clone created by Mr Sinister and just jump right to her being the Goblin Queen which needed a more demonic actor in her creation; hence her devil worshipping parents and Mephisto. It could be seen to be similar to Illyana, a child raised in Hell but I tried to make the difference being that Illyana was chosen to be a Hell Lord's apprentice while Maddie was forgotten and discarded until she came across the Goblins who showed her some kindness and took her in and hence how she became the Goblin Queen. Yes, it is unfair of Maddie to blame Jean for anything but for Maddie the contrast between her life and the life of her twin sister is simply too much. She endured Hell while Jean seemingly has a perfect life even if that is not really true. To Maddie she just can't see how Jean deserved any of it just as she never deserved to be cast down into Hell. Maddie just needs someone to focus her hate and anger on and Jean's it. The almost rape scene; because that is what it is. I wonder if the Smallville writers on Hypnotic even realised that is what it was. Clark's mind was being controlled by Simone. It wasn't consensual. And while it has been awhile since I last watched it I'm actually not certain, in reality, that Lana had enough time to get to the farm and interrupt them, saving him. Could be wrong about that but it's just an impression I have of it. Thanks to everyone who wrote reviews. Next up; Hypnotic part 3 as Jean and Clark face off against Madelyne and her Goblin army._


	19. Chapter 19

Chapter 19

Jean can't explain it right now but as soon as the chains holding her were ripped away she could feel her powers return. Clearly the chains both physically held her and restrained her powers but now she was free in both senses.

And now here she was, just her and Clark against a small army of Goblins led by her twin sister...copy...clone? Whatever. You know if she wasn't actually the one here and all this hadn't happened to her, all of this would sound crazy.

Whatever the truth is, Jean feels what is right is that she settles this woman to woman with her double. If she can she'll try and get through Maddie's anger and make her see how mistaken she is. If she can't...this has to stop.

Right now the trick is getting through the Goblins so she can get to Maddie. Luckily Clark is here and their combined power should be able to clear a path.

"On 3," Jean says without having to say more. For one reason or another Clark's actual time as part of the team may have been limited but they know each other well enough to co-ordinate themselves.

"Three!" they say together.

Clark inhales deeply and unleashes his superbreath and Jean reinforces the effect with her telekinesis. The small Goblins get knocked and blown over like bowling pins, flying through the air, knocking each other over. In fact by having them grouped together in a room Maddie made it easier for the two of them to do it. The two giant Goblins remain upright but that's ok for now.

In an instant Clark has picked Jean up and supersped through the fallen Goblins, weaving through the legs of the big ones and dropped her off so she can face her copy while he protects her back.

"I don't want to fight you, Maddie," Jean tells her. "But if you won't listen you're going to give me no choice."

"The only one of us who was never given a choice in anything was me. You squandered that precious gift you were given and wasted your life Jean. You don't deserve it. I do!" Maddie claims.

"You are my sister, Maddie. If I had known I would have come for you but I didn't and I'm sorry," Jean says with real regret.

"We are way past apologises Jean," Maddie dismisses out of the hand the attempt. She raises a hand and fires a mystical bolt from her hand...and watches in complete bemusement as Jean manages to flick it away. Maddie looks on utterly bemused. That's...can telekinesis do that? Deflect magic because Maddie wasn't aware it could.

Jean's eyes flash with golden energy. Even if normal telekinesis can't deflect magic, Jean is not normal. She has a Cosmic Force inside her which knows when its host needs its power. A Cosmic Force that is currently outraged that that demon dare create an inferior copy of its beloved Jean. When it is fully restored, a state it draws nearer to every day, it will personally have to pay Mephisto a visit and have _words._

"We may be past apologies, Maddie," Jean starts as she sends a psychic bolt at her double, staggering the identical red-head a bit, "but we are not beyond choice," she continues as she blows apart a table Maddie sends at her. "It all comes down to choice in the end. We can still be a family if you just choose us to be so. Give up this path of revenge and come home with me," she offers tp her twin.

Maddie sneers as she sends a fireball at her twin, which Jean blocks with a stone slab she rips up off the floor. "I've seen your choices Jean, remember. I've been living your life for 2 days and watched you for far longer. Like I already said, what a waste you've made of it. I won't be the forgotten one any longer. I won't be the 'inferior' copy. It is you who is the inferior one and I'll prove it right here and now!" she snaps, bordering on the unhinged.

Jean mentally sighs. She hoped she could reach Maddie. Apparently not and their battle spreads on both the astral and physical planes.

* * *

While the two red-haired beauties battle, Clark is protecting Jean's back from the Goblins. Pesky little buggers as Betsy might say. Their sheer number allow them to try and jump him, scratch him, bite him...and there must be something magical about their nature because it is actually stinging his skin a little if not actually penetrating it.

Clark's solution is to spin on the spot faster and faster, like a whirling top flinging the creatures all around before a huge foot kicks him, slamming him into a wall. One of the giant Goblins. He shakes his head and blurs forward, dodging the attempted punches and stomping feet until he is behind the one that struck him. His eyes light up and heat vision burns into the back of the knees. The giant Goblin falls down to its knees while Clark leaps into the air and brings a massive kick to the back of the creature's head and down it goes.

One down. One to go...plus you know all the normal sized ones as well.

Clark blurs through them, knocking them back and away from Jean as she continues her destructive battle with Madelyne. Stone and wood flies around and chips rains down from the ceiling. Clark isn't sure how much more this room can take.

He plows into the 2nd giant's midsection, pushing it back and knocking over more of the Goblin hordes at the same time until it lands flat on its back, hard. Clark draws his fist back to punch its lights out when his attention is caught by a cry of pain. Jean. The momentary distraction lands him in trouble as he smacked in the side of the head.

* * *

Back with the battling twins, Jean holds her shoulder, now adorned with a red, angry mark. One of Maddie's mystical blasts got through. Next thing she knows ropes are swirling around her, tying her tight.

"I won!" Maddie proclaims in delight and then laughs, giddily. "Ha!" she says triumphantly. "Who's the inferior one now Jean?" she asks, smugly.

"It was never about proving which of us was superior, Maddie. It was about protecting my friends," Jean argues as she struggles with her bonds. Frickin magic.

"And you've failed to do even that," Maddie gloats.

"Have I?" Jean questions that. "Your amulet's gone," Jean points out that Maddie's plans lie in ruins. Her means of control has been destroyed.

Maddie's smile grows big. "Oh you think so?" she asks, knowingly. She strides over to the giant version of the amulet and her hands swirl with energy before she places them on the glass surface. She infuses her energy into it and it starts to glow like the smaller one.

"What is that?" Jean asks.

"How did you think I would bring the world under my heel?" Maddie asks rhetorically.

"You made a bigger version?" Jean asks, nonplussed.

"Well if you weren't such a prude in covering up the twins, you would realise bigger is better," Maddie boasts saucily, cupping her own breasts to clearly illustrate what she means.

Jean rolls her eyes. Seriously?

"The hypnotic field this one can generate will encompass the entire globe!" Maddie claims. She stalks up to Jean and gets right in her twin's face. "I'll be the Queen of this world. I will have your family accept me as their true daughter. I will have your friends on their knees worshipping my greatness with undying love and affection. I will have your former boyfriend down on his hands and knees like a dog, serving me. I'll have the Star Child as my Consort, servicing every single one of my needs when he's not busy crushing my enemies and best of all, Jean, you can do nothing but stand there and watch me do it!" she spits in Jean's face, spittle flying out and splattering all over.

Jean was already annoyed but when you mention harming her friends on top of her family she goes right up to pissed off! Her eyes glow with golden psychic fire. A fire which spreads, swirling over skin. The ropes restraining her start to burn and disintegrate.

Maddie backs up at the sheer force of the psychic presence. "W-what is this?" she asks in confusion.

Jean rises into the air, the fire now surrounding her like a halo. It starts to take a shape...like 2 large wings. Jean stretches her arms out and then brings them forward. The wings wrap around Maddie who screams as her defences, both psychic and mystical are ripped apart as if they were never there to start with.

" **You dare!"** Jean accuses, her voice now otherworldly in its volume and essence. **"You dare to threaten those I love. My family! My friends! You, a pathetic copy created by a demon trying to play his pitiful games. I am beyond his kind. Beyond the games of Heaven and Hell. I am the Fires of Creation and Destruction. I am Life Incarnate. And I am tired of you!"** her voice seems to penetrate right through Maddie.

Jean raises her eyes to the giant amulet, her eyes flash and it cracks and breaks and falls into a million pieces. She then returns to her squirming copy, her gaze cold and...dark. **"Life is a gift. One you have wasted. Therefore I shall not allow its energies to be wasted on the likes of you any longer,"** she declares her intent and her flaming aura burns brighter still

Madelyne can feel the psionic energy around her heat up. There is no doubt Jean is trying to burn her alive...and as much as she tries not to all she can do is scream in agony. She is saved by the one person she was trying to control.

"Jean?"

Jean blinks, her aura reducing in intensity. She turns her gaze to find Clark, who is just recovering from that blow, his eyes wide at seeing...what the hell is he seeing?

Clark has never seen Jean look like she does now. It's...otherworldly and beyond description but what he can do is sense just the sheer, raw power even from where he stands. "Jean," he speaks to her again. "She's not worth it. As Wolverine once said to me she is not worth blackening your soul over. You're too good a person to allow anger to consume you like this. When we act like them we simply reduce ourselves to their level. Believe me I know," he says, the pain and doubt he has endured since Apocalypse burning through.

Jean cocks her head slightly as she gazes at him as of contemplating his words. She makes a decision and turns back to her inferior copy. **"The man you tried so hard to enslave has just saved your life. Think about that. Think about how far above you he is...or more accurately, how far you have allowed yourself to sink into the pit of darkness so I shall spare your life today...but heed my words well, Madelyne Pryor; I shall let you live this day...and only this day. I shall give you the chance to change. One chance. There will not be another,"** she warns. **"Choose and choose wisely which path you follow from this day, for if next time we meet you have squandered this opportunity you will learn what the Fires of Creation can do,"** she adds a further warning. She then drops Maddie unceremoniously onto the ground where the redhead lies, trembling in pain.

Jean then floats over to Clark, the Goblins backing up and trembling in fear, as if they instinctively know what force it is they face. Jean's golden, glowing eyes soften as she approaches the alien teen. The cold, darkness of her previous furious gaze lifting and light rushing in. **_"_ I remember," **she says softly-ish but still with the ethereal otherworldliness.

"Remember what?" Clark wonders, still trying to figure out what has happened to her.

" **Who you are,"** she answers with which explains nothing. She then gently places her hands on his cheeks.

Clark can feel the heat, real heat even for him, infuse through his skin.

" **Who I was,"** she says now. Her lips curve up in fondness, her gaze quite loving. **"My little Star Child. How far you have come. I weep for your loneliness,** **for the loss of your kin** **. I know anger for your suffering** **at the First One's hands. I know the strength and love in your heart. In the end you will prevail. You will find yourself again."**

Clark just looks into those golden eyes, confused yet mesmerised. They hold such power. Limitless power almost. Still, they're not Jean's lovely green eyes which is the confusion and the worry. She just looks into him, like she's...judging his soul or something. That's what it feels like.

Jean smiles lovingly. **"No wonder my sister loves you,"** she says.

"Your sis-hmmpff," his question is cut off by her lips capturing his in a deep and passionate kiss. It's overwhelming in its power. It's also familiar in a way. Like he can sense the whole power of the universe. It's like when Death kissed him that one time and like that one time all he can do is be swept away in it, crushing her form to his and kissing her back with equal passion and fervour.

The fires around Jean surround him, surround them both, growing brighter and brighter until it is blinding and then, in a flash, both are gone.

Maddie lies there, spots in front of her eyes, spent, sore...broken almost. She doesn't understand. She and Jean are genetically identical. They have the same mutant powers but Maddie knows Goblin magics. That meant she should have won. It was an advantage she had over Jean...until...until...that!

What in the name of several Hells was that power?

Where did Jean get that power from?

And more important how does Maddie gain this power for herself?

* * *

Clark awakens to find himself lying on his back, on the ground. Outside because he can see the stars above his head. He is, to put it mildly, confused.

He finds that lying next to him is Jean.

He gets to his feet and bends down over, checking her over. She looks fine. He gently strokes her cheek. "Jean," he says softly.

The red-head starts to stir, her green eyes flickering open. Jean blinks and finds Clark over her. "Clark?"

"Last I checked," he jokes as he offers her his hand.

Jean takes it and Clark helps her up to her feet. She brushes the dirt off her clothes. "Where are we?" she asks.

"One second," Clark requests of her as he rises up into the air to look around. He comes back down. "We're on the outskirts of Bayville," he informs her.

Jean's brow furrows in confusion. "How did we get here?" she wonders.

Clark's burrow furrows in concentration as he thinks. "I can't remember," he admits.

"I remember fighting Maddie," Jean tries to piece it back together.

"And I was fighting the Goblins," Clark joins in the attempt to recall.

"And then..." Jean's face screws up in the effort to remember but gets nothing. "It's blank," she admits.

"Me too," Clark says, frowning deeply. "I don't like that. Last time that happened it was that Apocalypse corrupted version of Jor-El," she says, deeply unhappy. His mind was so messed with for all those months, all to turn him into War in the end.

Jean reaches for his arm and tries to comfort him. "Hey, we don't know what happened. There was magic involved."

"I hate magic," Clark says with disdain.

"You dated Magik," Jean quips.

"Oh ha, ha," he says sarcastically. "I'm laughing so hard on the inside."

Jean giggles. "I'm sorry but it's true and what would she do if she heard you say that?"

"Yana is perfectly aware of my dislike for magic," he points out.

Jean rubs his arm a little. "Is that why you broke up?" she wonders.

"I have never been clear on why we broke up. You want answers, ask her. It was all her idea," Clark responds, clearly still a little hurt over it, mainly because he's confused over what was really behind it.

"Break ups are never fun. Believe me I know," Jean says in understanding and sympathy. Her break-up with Scott was painful. Full of hurt and anger...but she also knows you can move past it. After all she and Scott are still friends. Though the less said about Duncan Matthews the better. The lug-head.

There is a moment of silence as they both contemplate their less than stellar past dating records.

"So...an evil twin, huh?" Clark raises, choosing to change topics.

"Apparently so," Jean concedes that to be the case. Though she has barely begun to process what it all means.

"How did she capture you?"

Jean's brow furrows into a knot. "I'm not sure actually. I was asleep when it happened. She said she was watching me. I think she waited until I was asleep and then perhaps used her magics to transport me. It's just a guess," she says with a shrug.

"Are you going to be ok?" he asks her out of concern. Must have been quite something to learn all that.

"That was my question for you," Jean replies, her green eyes deep with concern for him.

"I'm fine," he says too quickly.

"Was it true?"

"Was what true?"

"What you said about about not being easy to control? Were you faking the whole time?"

"No. I was lying but I didn't want her to know that," Clark answers.

"She really had you under her control?" Jean wants to clarify but trying not to sound too pushy.

"Her necklace made my head hurt but I didn't realise...I thought she was you."

"How did you break free?"

"Her control was based on a lie. That she was Jean Grey. When she brought me along to capture you and revealed herself not to be you..."

"The basis of her control was broken," Jean gets.

"Yeah. She blew it out of a need to get to you," he summarises the reason behind Maddie's mistake and when she made it Clark's mind was able to snap out of its foggy state. "I only pretended just long enough after that until an opportunity came along to destroy her amulet," he explains what happened.

Jean gives his arm a squeeze. "What did she make you do Clark? What did she do to you?" she asks with deep concern.

Clark hesitates a little.

"I know we've not been great friends recently," Jean concedes. "But I am still your friend. Please, let me help you," she pleads.

"Lets just say your escape interrupted things before they got too far," he answers...and is so not mentioning that in a way, since Madelyne is identical to Jean, he's seen far more of Jean than is comfortable for a friend. Felt far more too.

"And if I hadn't escaped?"

"I'm trying real hard not to think about it...though I know the Professor will want me to," he realises with reluctance about what his next therapy session is going to be about. If they hadn't been interrupted...he can't see any reason he would have stopped. He's not sure what to feel about that right now.

Jean is so angry at Maddie right now but at least it's not as bad as it could have been. "If you ever need to talk, ever, I'm here for you," she promises him.

Clark lays his larger hand over her rather dainty one. "Thank you," he says sincerely.

"It was not your fault. Keep that in mind. It was all her," Jean tries to make sure he understands not to blame himself in anyway.

"I'll survive Jean," Clark assures her. "Apocalypse tortured me, turned me into his puppet and I survived. I spent two months in Hell and I survived. I'll survive this. I'm good at that. Surviving. Last Son of Krypton and all that," he puts a brave face on it.

"Life is about more than surviving," Jean argues.

"Not recently it doesn't seem like that," Clark complains with a weighty sadness and weariness. To him, lately, it seems like a never ending battle but that could just because SHIELD are hunting him like a criminal. Plus, you know, time and time again, people and demons keep trying to get at him due to that stupid Star Child prophecy nonsense. That's what was driving Madelyne to try and control him. He's sick of the whole thing and it just adds to his belief that all this prophecy stuff is exactly what he said; nonsense.

Jean feels for him. She really does.

"I'm sorry by the way."

Jean blinks at the sudden apology. That came out of nowhere. "Sorry? For what?" she inquires.

"The reason we've not been great friends recently. I know that's my fault."

"I...that was not what I meant at all!" Jean insists, panicking she made him feel like that. "I was not blaming you. It is just the way things are."

"Yeah. The way things are," he says with what sounds like regret. Well it is regret. He didn't want to be on the outs with Jean. "Any idea how we explain to everyone how things are?" he wonders.

"God," Jean groans as she realises that they have to, raising her hand to her head as if a headache is approaching. "Not a clue," she admits with a shake of her head, her hair billowing about a little.

"You'll have to tell your family too," he points out. "Otherwise Madelyne might show up..."

"Pretending to be me," she can finish the thought. Assuming Maddie survived whatever happened they can't remembered and there's no reason not to assume she did, Clark's right. Her family will have to be told. Her family has to know that there is another Grey sibling. An insane one with magical powers and an army of Goblins who happens to be her identical twin sister, created by the Devil at the request of her Devil worshipping Aunt and Uncle. Great, they'll think her insane when she tells them all that. "I wonder what happened to her and us," Jean can't help but wish to know.

"Perhaps some higher power intervened," Clark tries to joke.

Jean just gives him a look.

Clark shrugs. "Lets just get back to the mansion. Now the amulet is destroyed they're all probably very confused," he decides. As for what happened...well he and Jean can see if they can figure it our later, once they've checked everyone else is alright.

Jean nods in agreement.

"Want a lift?" he offers.

Jean shakes her head. "I'll fly myself," she turns the offer down but before they go, "Clark?"

"Hmm?"

To Clark's surprise he finds Jean throwing her arms around him and hugging him tight. He finds himself returning it. Jean has a much nicer scent than Madelyne he notices. No sulphuric brimstone. It's rich and deep and very inviting...or at least it is for him and his supersenses. Not to mention she just feels so soft, warm and cuddly...that's probably inappropriate thoughts he's having there.

Jean notices that for someone who just went through a big fight he smells ridiculously good. Yummy in fact...which is a completely inappropriate thought considering what he's just gone through. What they've both just gone through. It's just he's so warm and solid and comfortable and safe feeling...yep, better stop right there. She pulls back.

"What was that for?" Clark asks about the sudden hug, staring at her intently.

Jean feels a little shy because that hug felt so nice. "Just...you know, you had a bad day," she poorly explains herself, tucking a strand of her red hair back behind her ear in a nervous gesture.

"So have you. Couple of bad days if that's how long Madelyne held you," he points out.

"Clark, sometimes, can you just accept a nice gesture when one is offered," she lectures him.

Sure. I can do that," he accepts, so far from any mood to argue. "Thank you," he says gratefully because you know, sometimes a nice hug can brighten your day...and it was a very nice feeling hug.

"You're welcome," she accepts his gratitude. "Lets get going shall we," she determines as she lifts into the air.

Clark follows her upward and they head towards the mansion.

As they go Jean touches her lips. Odd. They feel slightly swollen. If she didn't know better...it's almost like someone kissed her.

* * *

 _Author's Note: Yeah, how much you wanna bet Maddie doesn't rethink her life? The Cosmic Parrot to the rescue so to speak. What is it with Clark and anthropomorphic representations of the fundamental cosmic forces of the universe? First Death and now the Phoenix. He's going to get a reputation you know. And since the Phoenix is clearly not ready to return fully it wiped Jean and Clark's memories of itself, if that wasn't obvious. Aw, hugs solve everything. Thanks to everyone who wrote reviews. Next up; the truth behind Live Wire's memory loss is revealed in my version of Blank._


	20. Chapter 20

Chapter 20

 **At the Institute…**

Leslie Willis aka Live Wire was not a happy bunny. There are several reasons for that.

First off; thanks to Lionel Luthor her once promising career as a radio presenter was ruined. She was damn good at that job, enjoyed it too...and further thanks to Lionel must come due to the fact it was his screwed up mutant making machine that turned her skin chalk white and her hair electric blue.

Now on first reading that might seem contradictory. After all she loves her power. The way it can allow her to do almost anything. On the other hand mutants are prejudiced against and that makes it very unlikely she'll ever get her radio career back.

Second off...or is that 3rd off already? Whatever. Next in line is that she lives in the mansion of goodie goodies. Seriously if these people were any more vanilla they'd be ice-cream. It's all about mutant-human equality and living in peace...makes Leslie want to wretch. Naive idiots.

Now you may be asking if that is how she thinks why is she living here?

A couple of reasons. One; Some time ago SHIELD used her as bait to try and trap Superman but Leslie can't remember a damn thing about it. Somehow they screwed over her memories. Considering she almost killed Magneto for trying that stunt when he 'recruited' her into his Acolytes you can imagine just how far past pissed off she is. So yeah, the mansion is a safe place and right now, until she gets to the truth behind what happened to her, she needs that. Not that she'll ever admit it to these losers.

Two; Superman...or Clark Kent. She finds him totally scrummy and would love to just drag him to bed and see how just what sort of _voltage_ they could generate together. Annoyingly he is far too goodie goodie and uptight, yet by staying here at the mansion, she overhears things. Like there is a less wholesome side to him that comes out when he's exposed to certain coloured meteor rocks. Not that she plans to drug him. She ain't that debased...although all they do is lower his inhibitions so if she ever came across said rocks...maybe she'll need to think over that some more.

Anyway, the point is that that part of him exists and coloured rocks or not if she can just figure out a way to bring that side of him out then maybe, finally, he and she can have some fun. The really dirty, debauched version of fun.

If only she can find a way. She could do with a stress relief. They all could after having their minds fucked with by, what turned out to be, Jean's previously unknown evil twin.

Seriously the weird crap that goes on around here would turn your hair white…

Leslie's eyes go wide and she snaps her fingers, generating a few electrical sparks. That's it. That's a way she can get Clark to notice her. She can change her hair.

She's in her room and goes to her mirror. She will begrudgingly admit that the staff around here have been helpful in helping her explore her powers. Like how she transforms into electricity and back along with her clothes...and how if she really concentrates she can change her clothes through that method.

Well her absolutely brilliant idea she just had is how about she changes her hair. There's no reason she can think of why she can't do it.

She stares at her reflection and concentrates. Goodbye spiky blue hair, hello...well let us find out.

* * *

Leslie stalks the hallways, looking for her prey. Already tried his room. All she found was his speedie roommate making out with his bubblegum chewing girlfriend. Retch!

No wonder he wasn't there. How he puts up with that little pain Leslie has no idea. Then again she has to tolerate a lot of the little pains by living here. The fact she hasn't turned half of them into twitching, charred corpses is a matter of pride for her at her self-restraint.

Anyway, assuming he is not out being the hero, which is just utterly foolish in her opinion. What's the reward of being a hero, especially when he's hated by half the people he saves?

Nope. That part of him Leslie does not get at all but she can overlook it. When you possess a body like he does you can overlook a lot of things.

Talking of bodies Leslie smooths down her top and checks her pants over. She had chosen a combo she felt emphasised her natural gifts.

She hums a little as she nears...where was she going again?

Oh, right. Assuming he isn't out nor hanging around his roommate, Leslie's best guess is that he's in the kitchen because that boy sure can eat.

As she draws near she smiles as she hears his laughter...and then she frowns when it is joined by a feminine giggle.

"You are worse than Kurt," the woman laughs.

"Hardly, it was him that introduced me to this sandwich," he replies and Leslie can almost hear the smile in his voice.

She tip-toes up to the door and peers in, wishing to scout out the ground before she walks in and what she sees is her boyfriend(well soon to be anyhow) hanging around with that far too pretty redhead. What is she doing here? Shouldn't she be at college or something? And they look far too comfortable in each other's comfort in Leslie's opinion. She watches on...

Jean shakes her head at Clark's silliness as he bites into one of these weird sandwich combinations that only him and Kurt can stand. He even has a dopey grin on his face. They've been seeing more of each other lately. Ever since the thing with Madelyne...well Jean just wanted to double check he was doing ok. On the surface he seemed to be...but underneath...one of Clark's more annoying traits is how well he can hide his true self. It's partly what caused their falling out because Jean was tired in trying to figure out who she was talking to half the time.

However, she must confess that in spending time with him recently some of the anger and angst of previously had lessened and that really, most of the time, Clark is genuinely just a nice guy. In fact she had gotten a reminder that Clark can just be a silly, big kid. A side of him she doesn't think she has seen since before Apocalypse. This side of him is easy to get along with. It's a good sign actually that he can be like that again. It shows he is recovering and moving past the trauma.

"You really should try it," Clark implores her between bites in regards to his sandwich.

"My stomach is not iron clad," Jean refuses because, ew. She doesn't even want to think about what he is eating.

"If you say so," Clark says with a shrug. "More for me," he declares cheerfully as he takes another bite. He can see Jean roll her eyes and sip her coffee instead. It seems his habit of aggravating all the women in his life is still intact...though Jean's reactions are not as severe as before. They were getting along much better since Madelyne. Something Clark was actually happy about. It's not like he wanted to be at odds with her. It's just...stuff happened and he said things he shouldn't have in his anger and pain and hurt. He realises that now and while he's not admitting he was wrong per say he could have, perhaps, gone about it differently. It all seemed necessary at the time. After Apocalypse...he just wanted to be left alone and not to talk about things. It took his trip to Limbo before he realised the error of that.

"So have you always been weird in your tastes?" Jean asks.

"Interesting question considering who I'm sitting with."

"Huh?"

"Do I have weird tastes in friends?" he says with a huge grin.

Jean rolls her eyes again and telekinetically punches him in the shoulder.

"Hey!" Clark complains, feeling that.

"Don't call me weird," she tells him off.

Clark rubs his shoulder. "What is it with people hitting me?" he grumbles.

"I cannot imagine," Jean drawls.

Now Clark is the one to roll his eyes. "To answer your question, no. Remember I grew up on a farm. Corn fed and apple pies. That's me but I do like to eat."

"You don't actually need to eat though, right?"

"Technically, no but I'd miss all the tastes and flavours," he explains as he finishes off his snack. "You sure you don't want something? I can whip it up in seconds and I promise only your favourites," he assures her he won't try and give her something weird.

Now that he's asking the question. "I don't know. Unlike some people I have to watch my weight," she says, conflicted.

Clark snorts. "Watch your weight? Seriously? You do own a mirror right, Jean?"

"Of course I do."

"Then you'd know the last thing you have to worry about is your figure. I mean, geez, sometimes I wonder whether your mutant power is just how dang hot you are...and I just said that out-loud didn't I?" he realises.

Jean nods, her eyes slightly wide, her cheeks slightly red.

Clark rubs the back of his neck. This is awkward.

Jean plays with her hair and asks, coyly, "Dang hot, really?"

Clark nods. "I mean, yeah. Of course you are. Plus you know all that X-Men training helps keep you in shape. That's what I meant."

Jean nods slowly. "Right. Of course. I mean, yeah and all those missions. They do help burn the calories...so yeah, I think I will have that sandwich...ooh, maybe a large sub. We got the rolls for that?" she asks, using this to change the subject.

"I think so," Clark says as he blurs through the kitchen cupboards.

"By the way, dang?" Jean asks.

"What?" he asks as he puts together her sub.

"Dang," she repeats the word.

"Rogue's bad influence," he waves that off. That was her word. "It's like Betsy and how her English terms slip in."

Jean nods. She could see that. She also can see that has a damn fine view of Clark's rear end as he puts the finishes touches to her snack. One of her first thoughts when she first met him was what a fine rear he had. What? She's not a saint. She was a teenage girl...and right now she can't stop herself having some fun, like that teenage girl. "You know, I'm not the only one who is 'dang hot' in this room," she teases.

The knife Clark iss using snaps in his hand. "W-what?" he stammers.

Jean smiles coyly. "Well, you do own a mirror, right?" she throws his words back at him.

Clark eyes her, his blue eyes narrowing as she smiles smugly.

Jean's smile gets bigger. "I mean all those farm chores did you good, that's all I'm saying."

He points the broken knife at her. "I'm onto you Grey," he warns.

"Ooh, if only," she says in dreamy tones, innuendo clear.

"Be careful saying stuff like that, one day someone may take you up on the offer," he dead-pans.

"Oh yeah, like who?" Jean asks him.

"Like who?" he repeats as he looks as if he is pondering it. "Like...those hot college guys Betsy kept pushing you to hook up with," he answers as he disposes of the broken knife safely and finishes her sandwich.

Jean smiles actually. Betsy was always full of fun, flirty suggestions like that. She misses the purple-haired Brit.

Clark places her sub down in front of her. "You spoken to Betsy lately?" Clark wonders.

Jean eyes it and sees it really is all her favourites. How does Clark know them? "Last week," she answers the question.

"Still back home?"

Jean nods. "Ever since her father died...she didn't explain exactly. Only that sorting out her father's affairs is taking a long time," she answers...which, if you think about it, isn't really a surprise. Betsy's father was a member of the Hellfire Club. God only know how complicated and messy his affairs with those people were.

"Well at least she has Warren," Clark remarks. The winged mutant had gone over to England weeks ago as well to help his girlfriend.

Jean nods in agreement. It is nice to have someone...which only reminds her that she currently doesn't. A pang of loneliness bites into her heart before she smothers it with food by biting into her sandwich...and moans in delight. Oh man that's good. "So looking forward to your birthday?" she asks him.

Yeah. It was his birthday in a couple of days. Last day of February as usual. Clark shrugs. "Issue is I'm already 19, Jean."

"Huh?"

"Time travel. Long story."

"I'd like to hear it," she says sincerely.

"Really?" he asks earnestly.

Jean nods. Sure. How can she not find a time travel story interesting. Especially since this is the 1st time she's heard about it.

"You have a little..." Clark points at her and then to the corner of his lips to indicate to her she has a little something there.

Jean tries to wipe it away only wrong side.

Clark smiles affectionately, leans over and wipes it away. "Mustard," he explains the yellow stain on his finger.

It's then Jean realises just how close together they are...and Clark sucks the mustard off his finger which only draws her gaze to his lips. Her eyes flicker up and her green ones lock with his of deep cerulean blue. For anyone else her gifts would allow her to at least sense what is on their minds but with Clark...she can sense his mind but that's it. She just knows he's there but can pick up nothing of his thoughts or feelings. He's just a great, big mystery. She has no idea at all what he is thinking right now. She use to find that relaxing, not having to hear the din of his thoughts at least. Then it was irritating as hell as their friendship became strained. Now...now...now she doesn't know where they are...except perhaps an urge to find out what really does go on in that head of his.

"Hello, hello!"

Jean and Clark snap back away from each other as Live Wire enters the room. Leslie has seen just about enough of whatever these two were up to. She can't restrain giving the red-haired beauty a glare.

"Hello Leslie...what have you done to your hair?" Clark asks, bemused, as his gaze finally catches the fact she's changed it.

"Do you like?" Leslie asks, eager for his opinion as she brushes her hand through its long white strands.

"It's certainly different," Clark comments because she's gone from short, spiky blue to long, messy, wavy white.

"Felt like a change," Leslie chooses to explain it as.

"It's certainly that," Jean remarks.

"Shouldn't you be at college or university or wherever it is you spend your time these days?" the now white-haired woman asks, her tone bordering on the hostile.

Jean fixes the electrical mutant a look. "I'm still an X-Man, even if it's part-time," she gives an explanation, not that she really should need to. "Which is more than I can say for you," she can't help but give the jab. It's not her usual but the woman irks her. Now she is starting to see how she drives Clark up the wall.

Leslie snorts in derision. "As if I'd want to be one of you. You're kidding yourselves if you think humans will ever give us respect and equality."

"Then why are you here?" Jean asks the question.

"Who turns down a free roof over their heads and 3 square meals a day?" she says rhetorically and in a completely flippant manner.

"It was this or jail," Clark summarises something closer to the truth.

"Ah," Jean says in a new understanding.

"As if a jail could hold me," Leslie dismisses that notion.

"Oh I don't know about that. SHIELD has these secret prisons for the superpowered as I understand it. Remember they've been dealing with those with gifts when all we were rumours and myths. Although now that the truth is out shouldn't those place be publicly confirmed to exist?" he asks out-loud.

Jean chews that over. "I think you're right," she says in agreement. Mutants should be treated under the law equally, including where they are incarcerated if they break the law.

"Perhaps mention it to the Professor or my dad next time they're talking to someone higher up the food chain," Clark proposes.

Jean nods along.

Leslie rolls her eyes. It's really sickening watching these two sound like they're in tune. It's almost as if...oh no. Nope. Not going to happen. He's not broken up with the blond just so she can be beat by the too prim and proper redhead. Probably a prude too. Leslie can be much more fun on her worst day she bets. She slides in beside Clark and throws her arm across his shoulder. "Of course the real reason I'm here is so I can corrupt Clarkie here to the Live Wire Side," she just says it...because that's her nature. To be loud, opinionated and just say exactly what she is thinking.

Clark gives her a stern glare as he removes her arm. "I'm corrupted enough, thanks," he says, his voice tight as all she did was remind him of what he has come to believe about himself. That Apocalypse has stained his soul.

"Oh don't knock it, Clarkie, until you try it."

"Leave him alone, Leslie," Jean says sternly, knowing that the white-skinned woman is treading on dangerous and sensitive ground in regards to Clark.

"I'm just having a little fun," Leslie pouts.

"My idea of fun and yours are very different," Clark tells her. "I'd go with diametrically opposed."

"I'm not so sure of that," Leslie says slyly, coming onto him.

Clark silently groans. He has never shown her a hint, ever, that's he's interested yet she won't stop flirting with him. No matter what he says it won't sink in that he's not remotely attracted to her. "Look, Leslie..." he stops as his head snaps round. "I need to go," he says before he blurs off.

"Rude," Leslie complains.

Jean makes a scoffing sound.

"What is that for?" the electrical mutant demands to know.

"He clearly heard something out in Bayville and is away to help," Jean explains the bloody(thanks Betsy) obvious.

"I don't understand why he does that," Leslie admits.

"And there," Jean says as she picks up her plate and cup and takes them to the dishwasher, "is exactly why Clark will not date you. You don't get him at all," she lays out the truth.

Leslie recalls at Christmas the little blond speedie pest saying something like that too but that's not what is bugging her right now. No, right now what is bugging her is the redhead. "Well it's a little hard when you're throwing yourself at him," Leslie accuses.

Jean nearly drops her dishes. "What?!" she cries. "I was not! We were just talking! As friends!" she protests firmly.

To Leslie it seems to her that Jean doth protest too much.

"Maybe you could try that," Jean tells the white-haired woman, referring to talking to Clark as a friend.

Leslie cocks her head slightly. "You know what Red, that's not a bad idea. Glad I thought of it," she takes credit for it. "Toodles!" she waves her goodbyes as she transforms into electricity and vanishes into a power outlet.

Jean just stares at the empty space. "I feel so sorry for Clark," she murmurs. Having to put up with that woman. It's amazing he's not gone off the deep end. And throwing herself at Clark? As if! Jean Grey has never thrown herself at any man and definitely not Clark. She was just being a good friend after all the Maddie stuff with the hypnotic amulet.

She finishes putting her dishes in the machine when she senses the familiar mind of her ex-boyfriend. "Hey Scott," she greets him as he enters.

"Hey Jean," Scott greets her warmly. Even if they were no longer dating Jean was still his oldest and best friend. "Busy?"

"Not any longer," Jean replies.

"Want to hang out?" he offers.

"Sure," Jean agrees. After all she and Scott were still good friends. Nothing would change that. Not even Emma freakin Frost. At least he finally wised up and dumped her surgically altered ass. Oh, by the way, Jean told him that when the truth came out she would say 'I told you so' to him. She totally told him so.

* * *

 **Bayville...**

"Damn alien freak!" one uncouth and rather unpleasant man spits out angrily as Superman ties him to a lamppost using some discarded cable. The man and his friends, out for a stroll...through District X, with guns, knifes and varying blunt objects.

Superman flicks the man on the head, knocking him out in annoyance. The Friends of Humanity may well be disorganised at the minute but a group of bigoted idiots, drinking too much can also just be a pain when they decide to 'take care' of Bayville's 'mutant problem'.

There are no words for this level of stupidity. Well Spidey could come up with them. Clark's not in the mood. He had been having a really pleasant night up to now before all this kicked off. He is just finishing tying the knot when another of the group, whom Clark thought he knocked out, tries and runs for it.

Superman is just about to dash after him when electricity explodes all around the area and the man screams as bolts of lightning shoot through him until he collapses on the ground, twitching.

The electricity bounces around until it takes the form of...you can guess who.

"Ta da!" Live Wire announces her arrival, her arms out-stretched in a pose.

"Is there a reason you're here?" Superman asks, so not in the mood for her brand of craziness. When is he ever?

"I'm helping," she claims.

Superman arches an eyebrow and gives her an extremely sceptical look. "Really?" he questions that in an extremely sceptical tone to match his expression.

"Yes!" she insists. "I can do the hero thing too."

"You haven't up to now," Superman argues.

Live Wire shrugs. "A gal's not allowed to have fun," she says, nonchalantly.

Fun? That isn't what Clark would call what she gets up to. Oh she may think it fun for her but she doesn't seem to care who gets caught in the crossfire of her 'fun'. Still he has to remember she's unstable, a side-effect of her mutation. He can give her a little leeway. "Thank you," he says to her which earns him a beaming smile.

Live Wire feels practically giddy as she saddles up next to him and loops his arm with hers. "Here's what I'm thinking. You and I could team up more often. You know like partners."

"Partners?"

Live Wire nods enthusiastically. "The perfect couple both in and out of costume...especially the out," she says with a salacious grin.

Superman groans. "Don't you ever give up on that," he practically pleads with her.

"Why should I? What's wrong with me?"

What's right with her? He doesn't say that. His politeness can be annoyingly ingrained at times like this. "There is nothing wrong with you Leslie," he begins and then is cut off.

"Then what's the problem?" she demands to know, perhaps finally reaching even her end of being fobbed off and ignored.

"The problem is that sometimes there just isn't a spark."

"What do you mean? I'm a living spark!"

"You know what I mean," he insists as he unhooks his arm from her. "Leslie," he tries again. He really doesn't want to hurt her feelings because he's a nice guy and Rao only knows what sort of tantrum she might throw if he did. "There is not a spark between us. I can be your friend and that is it...and did it ever occur to you that if you were to stop trying to get me and look you might just find the person who is a better match for you," he tries to argue with her.

Live Wire frowns. "This is about Grey, isn't it," she says a frumpy expression on her face as she folds her arms across her chest.

"Jean? How is this anything to do with Jean?"

"Oh please," Live Wire snorts. "I saw the two of ya in the kitchen, all cosy and flirting each other's pants off," she accuses.

"We were...I was never flirting with her," Superman denies that and as far as he can recall it's completely true. "I have never looked at Jean like that."

"Really?"

"Even though I shouldn't have to defend myself to you, yes, really."

"Then again I ask what is the problem? I am a smoking hot, available woman. You are a gorgeous hunk of man who, last I checked, was single."

It just goes in one ear and out the other doesn't it. "Look, Leslie..." his latest attempt to explain it to her is cut off by his superhearing picking something up. "Come on. Seriously. Twice in the same night," he complains.

"What?" Live Wire asks him.

"Another group, chasing a mutant I think. Two blocks over," he explains.

Leslie sees this as another chance to prove she is the right woman for him. "Well then. Lets go be heroes!" she cheers as she zaps upward onto a power line and starts...surfing for lack of a better term, along it.

Superman groans. This is gonna be a long night. He blurs off after her.

* * *

What the two find is a young man with short brown hair being chased by armed men in black.

Superman's eyes narrow. The armed men were trained. He could tell by the tactics they were using. He hasn't seen something like this since Lionel's Mutant Response Division. An assumption from the fact they're in District X but he hasn't heard about mutants being abducted recently.

Live Wire cackles from their roof-top position, electricity crackling between her fingers.

Superman rolls his eyes at her too enthusiastic attitude. "No seriously hurting anyone," he warns her.

She pouts. "You're no fun."

Cue another eye-roll. And she wonders why he isn't interested in her.

When the armed men mange to tag their target that's the moment for Superman and Live Wire to literally drop in.

Live Wire strikes two down by forming what are whips made out of electricity. Clark must admit that's a new trick he's never seen before from her.

Meanwhile Superman tosses two of them away like rag-dolls. Two who were trying to restrain the man down on the ground. While Live Wire finishes off the rest of the small group he bends down to check on the guy, touches him on the shoulder...shocking him and next thing Clark sees is a green energy shooting out the man's fingertips. It's also the last thing he remembers seeing.

For Live Wire the green flash she spots from the corner of her eyes makes her freeze and just stand there dumbly.

Green...flash…?

That's it!

That's...whenever she tries to remember how SHIELD got her all she ever sees in her mind is a green flash.

She snaps out of it and runs over but the man is gone. Vanished in the few seconds she was in a stupor. "Son of a bitch!" she swears, pissed. That was her chance to find out what happened! And to make whoever was responsible pay!

It takes Leslie a moment to realise Superman is just standing there, his expression...blank. "Hey Supes," she calls out to him.

Nothing.

She shakes him by the shoulder. "Hey Clark!" she tries to snap him out of it.

He blinks, his brow furrowed and looks at her. "Who's Clark?" he asks, clueless.

Leslie's eyebrows rise. Ut uh. No way.

He looks around. "Where am I? Who am I? Who are you? Why are you white?" he reels off questions.

"Fuck me," Leslie mutters as she realises what she suspects is true. He can't remember...anything it seems.

"Is that a request?"

Leslie's eyes go wide. Holy...he did not just say that? She then begins to smile as the implications of what this means sink in. "Maybe later," she suggests. "Right now let me answer your questions. Your name is Clark Kent."

"Clark...Kent..." he tries out the name, trying to see if it feels familiar.

"I'm Leslie Willis," she introduces herself.

"Leslie...Willis..." he repeats slowly.

"And more importantly..." she develops a huge grin here, "...I'm your girlfriend."

* * *

 _Author's Note: Oh no she didn't! Yeah of course she did. How could she not take advantage of this situation. Leslie may not be a heartless killer or anything like that but she's hardly a good person either. And this is some birthday Clark is about to have with complete amnesia and all. And Leslie's hair change scene at the beginning brings her appearance more in line with how Live Wire appears on the Supergirl tv show. Just felt like giving her a change. Thanks to everyone who wrote reviews. Next up; Blank part 2_


	21. Chapter 21

Chapter 21

 **Secret SHIELD Facility(Yes, another one, your taxpayer dollars at work)...**

The question that should be asked is not that SHIELD has numerous secret facilities but which ones are so secret that even other parts of the spy organisation don't know they exist.

Especially when the one who has been running this facility is the robotic duplicate of Commander Maria Hill.

Right now 'she' is completely in character to fulfil her role as she stands in a large room with huge metal coils, an elaborate chair/table with varying restraints and a large machine suspended above it, arguing with a fairly elderly scientist by the name of Dr Lawrence Grady.

"You promised me that you'd bring me my son back, alive and unharmed!" he is ranting at Hill.

"And we shall," Hill replies coolly. "But perhaps you should remember whose carelessness allowed him to run free in the first place," she retorts accusatory.

"He is my son. Not a prisoner," Dr Grady argues.

"He is a danger to himself and to others," Hill explains it. "Then again it is hardly his fault I suppose. After all he wasn't the one who experimented on himself now, was he?" she reminds him of his actions.

Grady's face goes almost purple. "What I did was for his own good. To remove the traumatic memories of his brother's death," he justifies himself.

"And in the process you mutated his DNA, granting him the ability to mimic your memory realignment technology with a flick of his hand. An ability we don't know the limit of. What if he can wipe the memories of the population of an entire city? Imagine the chaos. Or worse, his abilities in the hands of our enemies. With a flick of his hand he could neutralise an entire army," she lays out some of the potential dangers as she sees them.

"We have no evidence he is capable of anything on that scale," Dr Gray argues.

"We have no evidence he isn't," Hill retorts. She gets right in his his face. "Remember this, Doctor, it is only my grace and generosity that made sure what you really got up to at Summerholt remains secret. You, and by extension your son, do what you're told or the police will conveniently find the tapes of your 'sessions' on both your son and the other patients under your care. Am I clear?" she asks him, her tone hard and cold.

"Yes," Dr Grady says, his voice and posture humbled.

"Good," Hill says. "Now we shall retrieve your son. I'll make sure of that. You just do what you were brought here for and finish perfecting your technology. I am not unaware of its significance. Such a unique device requires detailed analysis and the results _collected_ for posterity."

"Yes...ma'am," Dr Grady says a little snidely.

Hill narrows her eyes and glares at him momentarily before turning and departing. Kevin Grady is a unique specimen that must be captured, contained, preserved... _collected_ and she will make sure that happens.

* * *

 **At the Institute...**

Leslie is not so irresponsible that she doesn't take Clark back home. As for how her claim to be his girlfriend will stack up amongst people who know she isn't...well she never really thinks that far ahead. She's more an 'in the moment' sort of person. She'll figure something out, she's sure. Point is even she realised he needs help...and if he ever regains his memories she can demonstrate that she can be just as responsible as him. That she can be a hero too and show that she really is perfect for him.

And if he doesn't regain his memories...well he'll never be able to refute her claim to be his girlfriend, will he?

Anyway right now she is outside the infirmary explaining things to the relevant people while Clark is inside being examined.

"So let me understand this," Professor Xavier tries to summarise this in some sort of order. Leslie tends to be kinda scatter-brained and jumps around in her explanations so nothing is quite in the right order. "You went to help a young man being chased by unknown armed men. A young man who turned out to be a mutant with some kind of ability to alter memories and he 'zapped' Clark, to use your words, who now has complete amnesia. You also believe this young man may well be responsible for your own missing memories."

"You got it doc," Leslie congratulates him on nailing it. "It was the green flash," she gives her explanation. "As you know that's all I can remember; a green flash. It has to be him and when I get my hands on him..."

Charles cuts her off. "Yes, yes, I can imagine," he stops her train of thought. His expression grows deeply contemplative. Who was chasing this young man? And why? And what precisely is the nature of this power he seems to possess? And what has he done to Clark? Leslie is missing a few memories. Clark is seemingly missing everything. He'll have to wait and see what Hank comes up with.

* * *

While that conversation is going on Clark is trying to come to terms with everything. He has a mother and a father and a sister who were now with him...and while he has no memory of them he has an instinct that he can trust them...though his sister is kinda annoying.

Course he is also trying to absorb the revelation of this school and the appearance of his doctor. "So let me get this straight," he addresses Beast. "You are a mutant. A branch of humanity with an extra gene that grants you extraordinary abilities and sometimes physical alterations."

"That is a very brief summary but accurate," Beast confirms for him.

"And this is a school where you help people learn to control their abilities?"

"We do much more than that but that is part of it, of course."

"And I live here?" he asks his parents who nod. "So am I a mutant?"

Jonathan and Martha share a look. They had tried to keep the summary as distinct as possible for him but they hadn't thought about what to tell him about what he is. This situation is unbelievable enough. However, they have gone through the whole amnesia thing before when Jor-El released Clark after those 3 months a couple of years back and they coped. In fact this might be easier because at least this time they have a vague idea what happened whereas they didn't have a clue what Jor-El had done.

Jonathan goes and sits on the bed beside his son, placing a hand on Clark's shoulder. "Son. It's more complicated than that. You do have abilities, quite a few of them actually but not because you're a mutant."

"Then how do I have abilities?"

"Because you're an alien."

Clark just stares at his dad...before he chuckles. "Oh right. Good one," he laughs. "You really had me going," he says, thinking it is a joke.

Martha joins her husband on the bed beside her son. "Honey, it's true. We found you as an infant in a spaceship," she tries to explain as gently and calmly as possible.

Clark looks back and forth between his parents and then to his sister.

"It's really true," Claire confirms.

"I...uh...where are my people then? Why was I in a spaceship?"

Martha internally pains. This is gonna be hard. "They're gone, Clark. Your world was destroyed. Your parents, your birth parents, put you into that ship to save you."

"I'm alone?" he asks with stark pain.

Martha hugs him tightly. "No, honey. God no. You're never alone. Your dad, your sister and I are always here for you...and so are your friends upstairs."

"That's right, son," Jonathan says in agreement, joining in the hug. Hell even Claire joins in. She knows the pain of loneliness all too well herself.

"Yes. We are all here for you Clark," Beast joins in the verbal support if not the physical.

"And what can you do for him?" Claire asks.

"I need to compare the scans of Clark's brain I just took with the ones I have on file and see if I can figure out what has been done. Due to Clark's alien nature his brain does not work the same way as a human. His neurological structures are vastly more complex," Beast answers.

"Thank you, Hank," Jonathan says.

"You're welcome, Mr Mayor," the hairy mutant replies with a smirk.

"Mayor?" Clark questions.

"Yep. Dad won the last Mayoral election," Claire says in pride.

"I see."

"Interesting," Beast remarks.

"What is?" Martha asks.

"Clark. He knows what a Mayor is, yes?" the mutant doctor asks the amnesic teen.

Clark nods. "A mayor is the elected head of a municipal government," he practically quotes the dictionary definition.

"It's personal memories that are missing. He can't remember anything about himself," Beast explains what he noticed before he departs to start examining the scans closely. That fact helps...though in what way Hank does not know yet.

"So what exactly are these abilities I possess?" Clark wonders.

"Strength, speed, invulnerability are usually the big 3 we mention," Claire answers.

"Strength? How strong?"

Claire looks around and grabs one of those stands you hang IVs from. "Here. Bend this," she tells him.

Clark looks sceptical.

"Go on," Claire encourages him. "Just take it and bend the fucking thing."

"Claire," Martha groans at her daughter's language.

Clark takes the metal pole and tries to bend it...and to his surprise it bends over at 90degree with ease. "Whoa," he says in surprise.

"In fact that's only the tiniest fraction of your real strength. You can bench-press 747s with your little finger," Claire claims.

"I'm not sure that's accurate," Martha hedges her bets because she's not entirely sure just how strong Clark is now. He surpassed almost anyway to measure it awhile ago. "But you are very strong so you do have to be careful around people," she cautions her son.

"Um, ok," Clark says, not certain he likes this. After all he has no wish to harm anyone. "So is there anything else I can do?" he asks.

Before anyone can answer the door opens and in walks the woman who claims to be his girlfriend, her interrogation over but she is wearing an unhappy expression. That's because she is not alone. She is accompanied by, from Clark's perspective, the most gorgeous and beautiful woman he has ever seen...which is none because he has amnesia. His point is the vision of loveliness with red-hair and emerald green eyes is more akin to a living Goddess he thinks.

Clark blinks...and blinks some more as his eyes itch and burn. "Argh," he cries out in pain before the pain releases and fire streams from his eyes in two red beams, setting the bed opposite on fire.

Claire reaches out and absorbs the fire into herself. "That would be heat vision," she says as Clark just stares in utter disbelief at what he did. Disbelief and fear.

"What just happened?" Beast asks as he returns at the cry he heard.

"Oh, nothing. My brother just rediscovered his heat vision. It's fine. I've got it covered," Claire promises.

"That was awesome," Leslie comments.

The red-head next to her disagrees. She can clearly say the stark terror on Clark's face at what he did. She moves over to him. She had heard what had happened and wanted to check up on him. "Hey. It's ok," she says softly. "Your sister has done a lot worse."

"That is true," Claire says with a hint of pride.

"And, you know, I know what it's like to have powers you can't control. The last time mine evolved I nearly turned the mansion inside out," Jean tells him, trying to make him see he's not alone.

"You did?" Clark asks the beauty.

Jean nods and smiles gently. "Yeah… but my friends understood what happened. That's why we all attend this school. To be with people who understand that sometimes we struggle to control our gifts."

"You think them gifts?"

"Of course. Yes, they come with a burden others may not see but what we learn here is how we can use them to benefit the world. We learn and appreciate that they are indeed gifts. So what just happened, it's fine. You're not in trouble."

"No, of course you're not," Martha assures him, giving him another brief hug and being grateful to Jean for her words.

Clark finds himself smiling at the redhead's words. That's a very upbeat way to view it.

"Spare us the sales pitch, Grey," Leslie says, making a face.

Clark frowns at her. Is he really dating someone this rude? Doesn't...feel right. "Grey? Is that your name?" he asks, returning his attention to the red-haired angel.

Jean nods. "Yep. Jean Grey," she says, offering her hand. "Nice to meet you again, Clark," she jokes.

Clark smiles and takes her hand...oh so gently. He so doesn't wish to harm her in anyway. "Nice to meet you too."

"And don't you worry, we'll sort your memories," Jean seeks to assure him. "After all this isn't the first time."

"It isn't?" he questions that in surprise, looking at his family.

"Oh fuck me, Jean," Claire swears.

"We hadn't mentioned that yet," Martha elaborates.

"Ah. Whoops," Jean says with an apologetic smile. Boy she feels foolish now.

Clark can only stare as her cheeks redden. She looks so...so...and his eyes start to burn again. Oh come on!

* * *

While Clark is getting reacquainted with his powers, family and friends the Professor is bringing Logan up to speed in his office. "I don't know if we can restore Clark's memories or not but I do know that understanding this young man's powers and how they work would be a great help."

"You want me to find him," Logan figures.

"Cerebro never picked up the power usage so I can't track him."

"How does that work?" Logan asks, confused.

"I don't know," Charles admits, unhappy that he is as confused as Logan is. "Clearly there is something unique about this mutant. We need to find him before whoever is hunting him does. Take anyone you wish, if you wish but find him and bring him back here," he directs the feral mutant.

"Alright...but you know I ain't always gentle," Logan cautions.

"As long as it's not permanent," Charles puts a limit on how rough Logan can be.

"I think I can manage that," Logan assures his friend. Though he does have to note how Chuck has been just that slightly bit harder in his attitude since Apocalypse. Not that he's not the same good guy because he is. Perhaps what has happened is that he's just had a little of his idealism knocked out of him and is ready to be more pragmatic about things. Perhaps it's not a bad thing. Right now it's not Logan's problem. Finding this mutant is.

* * *

Clark, meanwhile, is getting a tour of the mansion and right now his room to see if anything can be jogged loose with his memories.

"So this is my room?" he queries.

His mother nods. "Yes."

"Nothing is familiar," he has to confess.

Jonathan places a hand on his son's shoulder. His day job be damned right now. His son needs him. "You'll get through this son," he assures the confused teen.

"You said we use to live on a farm?" he inquires about that instead.

Jonathan nods. "Yes. Had been in my family for 3 generations but we had been losing money and the bank foreclosed. We were about to leave to stay with your grandfather until Professor Xavier showed up and offered us a place here instead."

"He runs this school, right?" Clark has to keep questioning everything because he has no memories of his own to fall back on.

"That's right," his sister confirms.

Clark looks around the room and spots the other bed. "I share this with someone?" he guesses.

"Yes, Bart," Martha confirms his guess. "We'll introduce you later. We don't want to overwhelm you with too much all at once. This place can be kinda crazy at times," she laughs just thinking about it.

"And that's just Bart," Claire quips.

Even Clark manages a chuckle at that one despite not knowing what is behind his sister's words. It is all just so strange...everything is to him. All he can go on is his instincts. And those instincts tell him that these people are indeed his family and he can trust them.

"Maybe we should go meet Chloe," Claire suggests.

"Chloe?" Clark queries, the name stirring a feeling of something in him.

"Your best friend since you two were like 13," Martha explains, remembering fondly how the two just hit it off almost immediately. It was so cute.

Clark would like to meet his best friend. Of course he would.

* * *

"You're gold," is Clark's 1st reaction to seeing Chloe.

Said gold-skinned girl arches a blond eyebrow.

"I just said that out-loud didn't I?" he says sheepishly, rubbing the back of his neck.

It was such a dorky Clark Kent gesture Chloe can only smile. "Yes, you did," she confirms.

"Sorry," he apologises. "If I was rude," he stammers.

Chloe shakes her head. "It's fine," she excuses him. "But that...right there is classic Clark Kent so I'm fairly confident we can reverse what's been done to you."

"Really?" Clark asks hopefully.

Chloe nods. "Yeah."

"So mom said we're best friends?"

"I like to think so," Chloe tells him.

"I think we are."

"What makes you say that?" she wonders.

"I don't know. A feeling."

"Can you elaborate?"

Clark struggles to conjugate his feeling into words. "Just...a feeling that I can trust you. That makes no sense does it when I can't remember?"

"Perhaps it's the echo of your memories underneath which would indicate they're still there. Just blocked from you."

"You're...awful optimistic," Clark describes her.

"Must be your bad influence," Chloe teases which earns her a perplexed expression in return. "When I was trying to be a reporter I use to make leaps of logic most people would think were crazy. Then again those people didn't grow up in Smallville."

"How's that?"

"Your parents not told you how Smallville is...or perhaps was the centre of all weirdness in the Continental United States?"

Clark shakes his head. "Will you tell me about it? About us?" he asks her, his curiosity needing to know.

"Yeah. Of course I will," she says without hesitation. Anything she can do to help Clark. That will never change.

* * *

Clark listened to Chloe in both fascination and horror bordering on downright embarrassment. Being his best friend meant she knew all his most embarrassing stories...and yes, Smallville sounded like a very weird place. What surprised him was the claim that he stopped the people altered by the meteors and saved people. That he was a hero. Chloe used that word.

Him. A hero.

Well he does have these abilities...and he supposes it makes sense he would use them to help people.

He also got to meet his roommate. Kinda annoying but Clark must like him in some way. Otherwise why would they be room-mates. Well he guesses the jokes weren't that bad.

Later on he also met this girl with brown hair and a white stripe in it and his first word out his mouth had been, "Pretty."

"Well thank ya sugah," she had responded with a huge heap of Southern sass. "Mah nahme's Rogue since ah know ya've forgotten it." She laughs. "Dang, this is just lahke tha last tahme."

"You were there last time?" Clark asks her.

"Course ah was. We were datin back then."

"We were?" Clark asks with extreme interest. He means, yeah, she was really pretty.

"Sure were," Rogue confirms.

"But we're not now?" he can guess from the past tenses she is using.

"No."

"Why not? I mean you are really pretty...and I...um..that's kinda all I got," he says lamely.

Rogue grins. "Wow, even with no memory yer goofiness survives intact."

Clark's expression is just...confused...which is kinda adorable. Like a lost puppy.

Rogue answers his question. "Look, sugah, ah know ya can't remember much of anything but sometahmes things just don't work out. Doesn't mean ah look back on it with any regret or anything. It was good while it lasted...and hey we're still good friends. That's what's important in tha end."

"I guess so," Clark accepts. Still now he can't help but wonder what happened. This girl was his ex...and his current girlfriend...well she was away...and oddly he's only just now thought of her. Shouldn't he be more concerned or something. In fact now he thinks on it no-one has mentioned her either. Not his family nor the friends he has met. Strange.

All thoughts of Leslie fly from his head when he spots approaching him the red-haired goddess. He waves. "Hi Jean!"

* * *

 **Bayville...**

Mentioning Leslie though brings us to where she is, when you'd thought she would be trying to take advantage of the amnesic Clark. Well she was back in that alley where Clark was attacked after being dragged here, quite literally, by Wolverine.

Now she was here with him, Domino and Thunderbird(Logan thought muscle would be handy on this exercise) as they tried to get clues.

"Why am I here again?" the white-skinned, electrical woman asks rudely.

Wolverine sighs. If only he didn't need her. "Because, spark-plug, you're the only one who has actually seen the guy we're looking for," he explains it to her for, like, the 12th time.

"Only from a distance," Live Wire claims.

"Which is more than any of us," Wolverine retorts.

"If I didn't know better I would say you don't want us to find the guy," Domino accuses.

"That's rubbish," Live Wire dismisses that. "This is the guy who screwed with my memories. I want his head on a spike outside the mansion."

"That would keep the lookie-loos away," Domino jokes. "But still, you weren't exactly keen to leave," she mentions.

"Well someone has to look after Clark in his current state," Live Wire mentions.

"Or perhaps try and take advantage of his amnesia," Dom speculates.

"As if you wouldn't."

Dom rolls her eyes. She figured that might be it but perhaps some part of her had hoped for better. "I've done many things I'm not proud of," she'll admit, "but trying to take advantage of an amnesic guy, never," she insists. "Besides, after what Jean's evil twin pulled a few weeks back you really think what you wish to try is a good idea?"

Logan silently groans at the mention of Madelyne. He can't believe Red has an evil twin. It's so...comic booky. It was also gross and uncomfortable remembering the feelings of love and adulation Madelyne forced them to have for what they all believed was Jean. For Christ's sake, he's her teacher and she's just barely twenty. Even he knows how inappropriate that is. Not to mention he's kinda in a serious relationship with Storm.

"Oh please, someone is trying to mind fuck us every other week," Live Wire argues.

"I really wish I could dispute that," Domino wishes because that means the electrical mutant has a point. Dom never wishes to give her that. "Thunderbird, what have you got?" she asks the native American powerhouse who possesses great tracking skills. Another reason he was here. It also a clear attempt to change topics as Dom tries to ignore Live Wire's triumphant grin.

Thunderbird had been surveying the scene, trying to piece what happened in his mind. "Well from what Live Wire can recall happened and from what I see, I believe the team chasing the mutant are professionals. Highly trained. Perhaps former military."

"Or current military," Wolverine chips in.

"You think the government is after him?"

"SHIELD maybe. Remember they had spark-plug here at some point and she thinks this mutant is the one who took her memories."

"So what? He chose to leave and they didn't accept his letter of resignation," Dom phrases it.

"Speculation but sure, I'm considering it," Wolverine responds as he sniffs around, trying to separate the scents and figure out which one belongs to who they're after. "Here," he announces, fingering the ground. "This one doesn't have that military stench. This could be our guy."

"Fresh enough to follow?" Dom inquires.

"Luckily spark-plug here actually did good and came straight home so we haven't lost too much time," Wolverine very reluctantly praises her.

Live Wire beams.

Dom gags, sticking her fingers down her throat. A very faint smile forms on Thunderbird's face at the funny monochrome woman.

"Come on. We need to get going," Wolverine orders them to move out. He has the scent and they're on the trail.

* * *

 _Author's Note: To merge Blank in with what happened to Live Wire it occurred to me that Dr Grady and his memory altering machine had to fall under SHIELD's control and that means it also falls under the Hill-bot's control. Oh bad Jean. Setting off Clark's heat vision with all your hotness. Lol. Thanks to everyone who wrote reviews. Next up; Blank part 3_


	22. Chapter 22

Chapter 22

 **At the Institute…**

"So you're both telepathic and telekinetic?" Clark is seeking to confirm with Jean. Somehow he never asked her before what her gifts were and now that they were here talking he figured this was a chance to ask.

"Yep," Jean confirms as the two walk around the mansion. She had ended up taking over for a little while from Clark's family to give them a break. She didn't believe Clark would cause trouble.

"Doesn't that mean you can use your powers to help my memory?"

Jean shakes her head regretfully. "No. Your brain is too different. While I can sense your mind I can't read your thoughts. The closest analogy is that you think in a different language that I cannot speak."

"Can't you learn to speak it?"

Jean has to smile at his innocent curiosity. It was endearing. "It sounds good in theory but in practice my powers would probably need to evolve to a higher level than I currently possess...which I don't even know is possible."

"But nothing is impossible, right?"

"There's a saying about having no limitations but what we place upon ourselves but in truth we do all have limitations. Your mind is simply something I cannot read. I'm curious, though. Why do you ask? Do you want me in your head?" she asks as a joke.

"I can believe they are worse things," he says...and if Jean didn't know better she would swear he just flirted with her. The red-haired beauty even has to stop for a minute just to let her mind replay that over.

They are then interrupted by bumping into Angelica on her way to her room. Jean's fellow red-head had long settled into staying at the mansion but Angelica's grief over what transpired with her boyfriend had left her reluctant to use her powers. Until she got over that the school would be nothing more than a place to stay. One day, perhaps, she can be coaxed into embracing her gifts once again and joining a team but that was certainly not today.

Both Jean and Clark greet her briefly before moving on. As they continue to talk Jean starts to notice just how much...lighter the tall teen is without the burdens of recent events weighing down on him. He's just...cheerier and missing that slight haunted look. He's also, still, a complete and utter adorable dork. Apparently that's genetic.

Jean can't believe how much she's missed that side of him. She supposes she hadn't even realised it until now. Hadn't realised just how much Clark stopped showing that side of himself. How much he had retreated inward. It didn't use to be like that. Before Apocalypse and his time in Limbo it was different...

What Jean is trying to get at is the side he is showing now is what he was like at the beginning, after he revealed he was an alien. She can remember just how happy he was when that burden was lifted from him, that he was accepted for who he was and just be himself...and his real self was adorable.

Then it started with Apocalypse and the masks went up. That Clark irritated the hell out of her because she didn't know who she was talking to half the time.

But now he was free and unburdened from his traumatic memories the goofy farmboy was back...because that is what Clark is at his core. He's just a pleasant, charming farmer's son from the Midwest...and Jean also realises something else; she is really enjoying being in the company of that farmboy. Like really, really enjoying it. He's stirring up feelings she doesn't want to quite name.

"Jean, can I ask you something?" Clark requests as the two come to a stop briefly as they wait for the elevator.

"Of course," she answers without hesitation.

"Are we good friends?"

"I like to think we are. Otherwise you do realise you are alone with a complete stranger."

"Despite having no memories I don't feel like you are a stranger," he says with an earnest honesty. "I feel..." he trails off.

"You feel?" Jean pushes him, finding herself quite interested in what he is about to say.

What does he feel? He's been mesmerised by her since that 1st time she walked into the infirmary. He's felt more for her in these few hours than he does for his supposed girlfriend. Jean's beautiful, funny, warm, clever and compassionate. He has no memories of her yet…

Clark gently touches his fingers to Jean's cheek. "Why are we only friends?" he asks the question.

Jean's eyes widen and her breath hitches a little at his touch. "I...uh...we just are. We...I had a boyfriend when we first met and then you had Rogue and then Illyana and I had Scott," she answers and yes, she's rambling but she never expected him to ask that! Where is this coming from?

Clark frowns. He does have a girlfriend, so Leslie told him what they were but he can't help but feel...like it's not right somehow. He pulls his hand back. "Ok," he accepts her explanation but can't hide his disappointment.

Jean swallows hard. This is the 2nd time tonight Clark has been really close to her...and she's really, really noticed his presence and that it has an effect upon her. What is happening between them?

"Jean?"

The voice interrupts the moment. The elevator was here...and it was not empty.

"Oh hey Scott!" Jean greets him enthusiastically. Too enthusiastically as an opportunity to take a step back from Clark, slightly scared of her own feelings which seem to have developed all too suddenly.

Scott has a frown on his brow and looks between Clark and Jean. There was something about the way they were standing. Too close. Why did it bother him? Good question. He and Jean had patched up their friendship since their break-up but she had made no hint she wanted anything more again.

Did he?

When Madelyne was here(and don't get him started on the whole fact Jean has an evil twin because he's pretty certain if he thinks too hard on it he'll go insane) and he(and all of them) were hypnotised into love-sick puppies...what can he say? That it stirred up the old feelings for her that never really went away. He could say that but it leaves him with the dilemma that he doesn't know what to do about it. As long as Jean is single he has time to think on it. Therefore the prospect she might not be…

He's being ridiculous isn't he? Clark's got amnesia and Jean's just being nice. That's who Jean is. It's what makes her so easy to love.

"Clark this is Scott Summers," Jean reintroduces the amnesic alien to the young man.

"Hi," Clark greets him genially.

"Hello Clark. How are you feeling?" Scott asks out of politeness.

"I'm fine. I just can't remember anything about myself."

"Well don't worry. Beast will figure it out and I know Wolverine will find the guy who did this to you," Scott says, being the supportive friend.

"I'll take your word for that," Clark decides...though he's not happy about the interruption.

* * *

 **District X, Bayville...**

Domino must admit that she doesn't come down to District X all that often because every time she does it pisses her off to see her fellow mutants living like this, in like the dirt poorest, most run down part of the city for no other reason than they have nowhere else to go. Have no-one else who will accept them. Many of the mutants were here because their families rejected them after they gained their powers. People won't employ them so they can't even earn their way out of this dump.

And while she knows Jonathan will do his best there is a limit. He can't change the prejudiced views of people overnight.

However, what this place is good for is hiding. Especially if you are a mutant on the run. No-one here asks too many questions because they are all in the same boat. This place being the only refuge left.

Domino, Thunderbird and Live Wire are following Wolverine and trusting his nasal skills. Dom's sure there's a joke there somewhere.

He raises a hand to stop them and gestures for silence before silently indicating for them to wait here while he dashes off.

"What..." Live Wire starts and then is stopped by Domino shushing her. "Quietly," she says in a harsh whisper.

"What is going on?" the newly white-haired mutant asks in a whisper.

"He smelt something close and is checking it out," Thunderbird replies in a low voice.

Live Wire looks at him and wonders how the hell he got that from all those hand gestures.

A few minutes pass by and Logan returns, dragging a guy in black military gear. "This one of the guys from earlier?" he asks Live Wire.

"Same attire," she replies.

Logan nods.

"Sentry, lookout or scout?" Domino wonders what his role was.

"Lets ask him," Logan says with that all too disturbing gleam in his eye as he throws the guy against the wall and slaps him awake. "Wakey wakey, bub," he gruffly orders. The man shakes his head. "Now then I'm going to asks you some questions. Every time I don't get an answer I like..." he demonstrates by bringing his fist under the man's chin and _snikt!_

Logan extends the two out most claws to bracket the man's head before retracting them. "Clear enough for ya?"

The man nods.

"Good. Now who do ya work for?" he asks the 1st question.

Silence and a glare.

 _Snikt!_ Logan pops the claw on the right. "Want to try again?"

"SHIELD," the man grunts out.

Domino sighs. Yeah, that was what they figured.

"Who are you after?" Logan asks the guy.

More silence.

This is getting wearisome. _Snikt!_ Logan pops the claw on the left, once again bracketing the man's head. "Want to repeat that?" he demands aggressively.

"I...I don't have a name. He's just an assigned target!" the man spits out.

Logan's senses allow him to tell when someone is lying. That was the truth. "Final question and if I don't like the answer guess where the 3rd claw will come out," he warns the guy beforehand. "Do you know the target's current whereabouts?"

The guy is now sweating buckets.

"If you're thinking he's bluffing I can assure you that the Wolverine never bluffs," Domino warns him.

Logan slowly pushes that 3rd claw out until it is knicking the skin of the guy's chin, blood slowly dripping out.

"Yes," the man squeaks.

Logan half-smiles. "Now then was that so hard?" he asks. "Where?"

The man gives them the current location. Some abandoned building. Logan then head-butts the man to unconsciousness. "Tie him up and then we have to move," he orders. "If they know the mutant's location they must already be planning to snatch him."

They tie the man up and then start to run as fast as they can.

* * *

 **At the Institute...**

Down in the infirmary, in his office off to the side, Beast was busy comparing the differences between Clark's previous scans of his brain to now, trying to figure out what exactly had happened to the alien teen which is the 1st step to reversing it.

But the niggle at the back of his head tells him that he'll probably require the mutant that did this so he can study the power in detail.

He hopes he's wrong just in case they can't find the person responsible.

"Beast!"

He stands up and walks through to the main part of the infirmary to find Domino, Wolverine, Thunderbird and Live Wire have returned, all looking a bit frazzled and tattered...but more importantly in Thunderbird's arms is a young man.

"I assume this is our mystery memory eraser," the blue, furry mutant says.

"Yep," Wolverine answers.

"Lay him down there," Beast points at a bed. The large native American man does so as Beast gets to work examining him. "Do I want to know what happened?"

"SHIELD were closing in by the time we go there. There wasn't time to argue," Logan summarises. "And spark-plug here has some issues," he adds on grumpily.

"He messed with my fucking head. After Magneto did the same can you blame me?" Live Wire asks rhetorically. "You're lucky I didn't kill the bastard," she defends herself, though with a lot of barely repressed anger. Well it's not really repressed at all as the lights flicker in response to her mood.

"I'm starting to get the picture but may I request, Ms Willis, you calm down or leave because I actually need to use the equipment in here," Beast says as politely as possible.

"Whatever," Leslie mutters as she stalks off. After all she has her boyfriend to find.

"Such a charming young woman," Beast mutters.

"Tell me about it," Logan joins in the complaining. "Look, I need to give Chuck an update," he informs Beast. "That kid ain't to leave until we've had a chance to talk to him," he points out.

"I am aware of the situation, Logan," Beast responds. "However, he is currently my patient and I need to attend to him."

"Fine, Hairball but these two stay in case he wakes up and tries his memory tricks," Logan slaps down the conditions that the kid will remain under guard.

Beast sighs. "Very well," he reluctantly agrees. "At the very least they can tell me exactly what happened," he looks on the positive. More information means he can treat his patient better.

* * *

 **Secret SHIELD Facility…**

"Let me get this straight," Hill says over the radio to the leader of the Agents she sent after young Mr Grady. "You lost the target," she summarises it distinctly.

"That's not exactly accurate," the man replies in defence of himself and his fellow agents.

"Oh, so you have the target then?"

"No."

"So you lost the target."

"No, Ma'am. We were closing in when we were ambushed by another party."

"You lost the target to a rival organisation," Hill summarises it. "That's worse," she points out.

"It was the X-Men, Ma'am."

"You're certain of that?"

"Wolverine was clearly identified. I've got the sliced up weapons to prove it."

Hill sighs. If she had a vein in her head it would be bulging by now. "Put a watch on the mansion, round the clock. I want confirmation the target is there before I even consider an operation on that school," she orders.

"Yes Ma'am," the man says obediently.

With that conversation over Hill now has to consider carefully her next actions. Just storming into that place would bring the sort of attention she doesn't want. Neither Hill would nor the clever machine impersonating her. The machine has a purpose far greater than serving SHIELD and nothing will be allowed to risk the failure of that assignment. The advantage of being a machine is that the concept of impatience is irrelevant to her. She can bide her time because the opportunity to retrieve Mr Grady will come and when it does Hill will be ready.

* * *

 **The next morning, at the Institute...**

"Good morning, Mr Grady."

That is the first words Kevin Grady hears as his eyes flutter open to find himself looking at a stark, white ceiling. He looks around and spots a bald man in a wheelchair at the end of the bed.

"My name is Charles Xavier," the Professor introduces himself.

Kevin sits himself up. "H-how do you know my name?"

"Like yourself, Mr Grady, I have gifts," Charles explains himself.

"Where am I?"

"At my school. My friends rescued you from the people who were chasing you."

"I'm not sure you should have done that. Those people..."

"Are SHIELD agents," the Professor finishes for the young man. "Yes, I am aware but the truth is I needed to speak to you regardless of that.

"Why?"

"You attacked a friend of mine last night and now he has no memory whatsoever."

"I...what? No. I've never done that before. I only ever erase a few minutes," Kevin claims.

"Mr Grady, I am not your judge. Nor am I accusing you of anything until I know the facts. The situation is that if I am to help my friend I need to understand this power of yours. The question is do you wish to help?"

Kevin looks at his bedsheets. "I never meant to hit him," he mumbles. "I thought he was one of them."

Charles can tell that is the truth. Being psychic is useful in that regard. "I am not your enemy either Mr Grady. I wish to help you if I can and in return I hope you will help my friend. For that to happen I need honesty and the full story of what has you on the run from a government agency. Now, you don't need to answer me right now on what decision it is. Think about it. I'll have some breakfast brought down to you. Let me say that while you are not a prisoner, be aware there is a guard outside the door. I have students to protect and I will not have them put at risk. Am I clear in that?"

Kevin nods.

"If you wish anything speak to Dr McCoy, he'll be back in a moment and he'll contact me. Think over what I said and after breakfast I'll return and we'll talk. That fine by you?"

Again Kevin nods.

Charles nods in acceptance. Yes, he used his powers to gleam the young man's name but that was it. The story he wants has to come from the man's lips, given of his own free will. He hopes that the man in front of him realises that Charles can help him if he only asks. For now he will let Mr Grady think it over.

It also gives him a chance to explain the situation to the person affected the most by it.

* * *

"You found him?" Clark questions the Professor as he sits in the older man's office, along with his parents, Storm...and Chloe for some reason.

Charles nods. "We have...but I will say we have not had time to fully question him yet," he cautions asking him for too much information.

Martha gives her son's shoulder a squeeze. "What can you tell us?" she asks.

Charles steeples his fingers together on his desk. "From the initial blood work there are traces of kryptonite in his system."

"Kryptonite?" Clark queries, not having a clue.

"Radioactive meteor pieces," Chloe answers. "On some individuals, for reasons we haven't managed to nail down, they mutate their DNA, granting them abilities, like mutants."

Charles nods along. That's a good as summary as any right now.

"But I thought he didn't show up on Cerebro?" the golden skinned girl queries, baffled. After all she knows the meteor mutants are detectable on the mutant finding machine.

"Yes. Interesting that. He does show up...at very close range," the Professor answers, his voice giving away that his academic curiosity has been peaked by this.

"Like being in the mansion," Chloe hazards a guess.

Charles again nods in a confirmation. "I don't have all the answers yet but there is something very odd about his brainwave patterns that acts like...my best guess right now is like a stealth mode, shielding his mind at longer distances. I've never seen anything quite like before. Usually any sort of shielding is either through possessing natural powerful mental shields or it is mechanical in nature."

"Like what Magneto uses?" Storm assumes on that last bit.

"Indeed."

"Magneto?" Clark questions.

"Long story, son," Jonathan tells him.

"Ok," Clark says with a frown. "Can I ask a question?" he requests.

"Of course, Clark," the Professor permits him.

"Why is Chloe here?" he asks. "Not that I'm being rude or anything but she isn't family and she isn't directly affected so...I'm kinda lost."

"No change there then," Chloe quips.

"I didn't mean to cause offence," Clark tries to explain, worried that he has.

"Oh, you're not," Chloe assures him. "In fact it's good you're still asking questions, like a reporter would," she says with a beaming smile.

Right. Clark remembers that he wants to be a reporter...so he was told earlier when they were hoping to jog his memories.

"Chloe is here because of all the people here, she knows the most about those changed by the meteors and if anyone could find out some background information on our guest, it would be her," Charles explains her presence finally.

"You're making me blush," Chloe says with false modesty.

"If you could tell us what you know," Charles requests.

"Sure Professor," Chloe agrees happily. "Well, back in the days I was a reporter..."

"You can still be a reporter Chloe," Martha argues with the blond-haired girl. Honestly, why she thinks she can't find a way, despite her physical changes, baffles the older woman. It was so much a passion of Chloe's, her dream, that Martha can't understand where all that passion has gone suddenly.

"We'll go with we agree to disagree on that one," Chloe shoves off a debate. "Point I was trying to make is that, back in those days, I use to investigate those changed by the meteors...and what happened to them after they were arrested."

"What happened after they were arrested?" Storm wonders, now intrigued.

"Lets just say Belle Reve was not the model institution for the treatment of the so-called 'mentally ill'. Not a surprise really considering Lionel Luthor funded the place. No wonder half of them probably joined Magneto when he busted them all out."

"Chloe," Charles stops her. "You're getting off topic."

Chloe waves her hand about. "Right, right. Well it wasn't just Belle Reve. It had a link up with the Summerholt Neurological Institute...where one of its prominent members was a Dr Lawrence Grady."

"The young man's father," Storm assumes from the surname.

"Hmm, hmm," Chloe confirms. "And get this; his speciality area was the treatment of traumatic memories...and now his son has the power to erase memories."

"Coincidence?" Clark asks.

Chloe snorts. "Puh-lease. In Smallville there is no such thing. Trust me on that."

"Do you have anything more to go on, Chloe?" Storm asks her.

"I'm pressing a few of my old sources to see what they can sniff out for me but for the moment, no, sorry, no more to go on."

"That is fine, Chloe. It is more than we had before," Charles assures her her help is much appreciated.

"I'm still looking into where Dr Grady currently is. He seems to have mysteriously vanished," Chloe informs them.

"Vanished?" Jonathan asks in puzzlement.

Chloe shrugs. "He just upped and left Summerholt and hasn't been seen since. What I can say is that his disappearance occurs around the same time the place was getting a severe audit from government inspectors. I don't think that's a coincidence either. I rather think the 'good' doctor was up to some not so good practices which kinda brings us back round to the possible link between his work and his son's powers. Like I said I'm still trying to sniff information out."

"Then we'll give you the time to do that," Charles accepts. "In the meantime I'll see what I can get out of Mr Grady," he lays out the plan.

Clark looks pensive. He's grateful that they're all doing everything they can to help but he also feels useless at the same time. He has all this power yet he's helpless because he doesn't know how to use any of it. He needs his memories back. The sooner, the better.

* * *

"How are we feeling Mr Grady?" the Professor asks as she reconvenes with the young man down in the infirmary.

"Fine," Kevin answers.

"Your breakfast ok?"

"It was fine," he replies blandly.

"Did you think about what I said?"

"Yeah."

"And?"

Kevin runs his hand through his hair in a frustrated manner. "I don't know."

Charles remains patience. "About what, precisely?"

"Everything."

"If you'll permit me, may I start with a few questions? Feel free to refuse to answer but please keep in mind I only wish to help."

"That's what he said," Kevin mutters bitterly.

Charles notes that but doesn't call him out on it right away. It sounds personal and may push the young man to clam up if pressed too hard to explain it. "Your name is Kevin Grady from Metropolis, that correct?"

"Yes," Kevin answers, seeing no harm in confirming that.

"And you possess the ability to erase memories."

"You know I do."

"I'm only setting the foundation on which we can begin to trust each other, Mr Grady. You can ask me anything you wish as well. I already explained my interest in you but perhaps I should have added that my school is a place where all those with gifts are welcome. A safe place where you can explore your gifts."

"I hardly call it a gift," Kevin says with bitterness.

Ok. There's a story there but they'll get to that. Ease the way in. "I mention the safety element because clearly you are a wanted man. May I ask why? Is your life in danger?"

"Could be. I know...things. I think," Kevin says with some confusion on his part.

"You think?"

"My father..." he stops, pain and hurt radiating off him which as a telepath the Professor can sense. Clearly some issues with his father.

"I'm not here to push you for anything you are uncomfortable answering Mr Grady. I only wish two things. To help restore the memory of my friend and to help you in anyway I can."

"Why would you help me?" Kevin asks. "You don't know me and I hurt your friend," he points out two good reasons not to help him.

"I don't jump to judgements and besides, as you said earlier, you didn't mean to. Accidents happen. There is no point in getting angry about it. That resolves nothing."

"Accident," Kevin mutters in a far off voice as if struggling with a memory he can't quite reach.

"Why were you running, Mr Grady?" Charles asks.

"I...can't remember," he admits. "I just know I had to get away."

Charles looks at the young man curiously. "You're suffering from memory loss?"

Kevin nods.

Interesting. Very interesting. "I can help you with that Mr Grady," Charles offers.

"You can?"

"I mentioned possessing gifts earlier. I am a telepath...but please, before you worry I have not read your mind beyond the surface thoughts everyone projects."

"That's how you knew my name," Kevin gets.

"It was very near the top of your mind...along with the strong need to run," Charles explains what he sensed. "I can delve into your mind and see if I can reconstruct your missing memories if you wish," he offers.

Kevin wrings his hands. The idea of his mind being messed with...it's terrifying. It's what he's running away from...he thinks.

Charles can sense this is a touchy topic immediately from the way the boy's panic is rising. "As I said it is only if you wish," he repeats himself to be clear. "Perhaps we should take a break," he proposes even though they haven't gotten very far but he can sense the boy is already on the verge of closing in on himself. This is clearly going to be tricky and take some time.

* * *

One person frowning at this delay was Clark who had seen and heard the whole thing. How he was doing this he didn't know. It was just that he desperately wanted to see and hear what was going on..and somehow, suddenly he could. He could see through the walls and listen in as if he was standing right there.

You can't blame him, right? He wants his memories back. He wants to stop feeling useless.

There is a knock on the door. He was in his room because he had felt like being alone. "Come in," he beckons them.

They enter.

Clark looks up. It's Jean.

It's Jean naked as the day she was born.

Holy...Rao!

* * *

 _Author's Note: So our mysterious assailant has been caught...and he's a troubled young man. Hmm, that seems to crop up a lot. Not going to plan for Live Wire; being dragged away on a hunt instead of being able to spend time with Clark, leaving him all alone to fall for Jean's substantial charms. That pesky x-ray vision...lol! Thanks to everyone who wrote reviews. Next up; Blank part 4_


	23. Chapter 23

Chapter 23

Holy...Rao!

The strange word filters into Clark's brain. He should really stop looking. Like right now...but he can't. He can only continue to stare at the luscious perfection. Red starts to fill his vision. His eyes burn...and he barely recognises what is about to happen in time to snap his head round as streams of fire are released...and that is what it almost feels like. A release. Not painful but a pleasurable release of heat and pressure...as he sets fire to Bart's bed.

"Shit!" he swears when he realises what he has done as he desperately covers his eyes with his hands to try and make it stop.

"I've got this," Jean says confidently and reassuringly as she surrounds the fire in a telekinetic bubble and starves it of oxygen until it is extinguished.

Clark breathes hard as the burning in his eyes fades. He feels a hand on his shoulder...and looks up...to find Jean clothed again...assuming she was ever naked at all. That better not be a tinge of disappointment because while he has no memory Clark is pretty certain it is wrong to just look at people through their clothes. Not that he knew that he could do that. "I'm sorry. I don't know what happened," he apologises...which is true. He has no idea what triggers this heat vision of his...beyond Jean, of course, who has now set it off twice.

"It's ok, Clark. Like I told you yesterday. These things happen," Jean assures him no-one will be angry at him.

"No. It's not ok. I feel useless!" he snaps out his frustration, shooting to his feet and pacing. "I have all this power, so I'm told but I don't how to use any of it!"

His obvious frustration is almost physically palpable to Jean and she does her best to defuse it by sharing a little of her own struggles. "No-one does at first. From the stories I know neither did you but you learned. You learned what triggered your abilities and then how to control them. In fact that's true for all of us granted such gifts. Believe you me when I started hearing voices in my head and lifting my parents' car without meaning to I was freaked out, Clark. I didn't understand how I was doing any of it. What triggered it."

Clark looks at her with mournful eyes. "How did you learn control?"

"The Professor. He found me and he taught me." Jean ponders that for a moment. "Perhaps we need to get your parents. They raised you. They can tell you how you managed the 1st time round. You can re-learn control."

"Even if I never get my memories back?"

"Well lets remain upbeat and say you will but to answer your question, sure. After all think about it. You're insanely strong but you haven't broken anything."

Clark gives her a look. There's been a door know or two he ripped off.

"Major," she corrects herself. "And you haven't hurt anyone," she adds on before she moves forward and takes his hand into her own, squeezing it. "Go on. Hold my hand and see you won't hurt anyone. Take a proper grip."

Clark is really hesitant but Jean's honest look of faith in him makes him take her hand properly. He is very careful but manages it.

"See," Jean says as her point is proved. "You can do it," she praises him.

"Yeah," Clark says with a smile, noting how nice this feels to hold Jean's hand. The red-head sends him back one of her beautiful smiles and Clark has a thought or two about how nice it might feel to touch other parts of Jean.

Just then they are interrupted by a throat being cleared. Looking at the doorway one finds a certain electrical mutant, her arms folded across her chest and an unhappy expression on her face. What Leslie is thinking is 'What the Hell?!'. She finally had a shot at Clark only to find the redhead in her way.

"Good morning Leslie," Jean says with forced politeness as she pulls her hand back from Clark.

"Good morning," Leslie replies through gritted teeth, mentally repeating a mantra not to fry the slut. At least not in front of Clark. "Is it possible I could speak to Clark," she mentions before glaring at Jean, "alone."

Clark frowns. He's not happy with that tone Leslie is using.

Jean looks to Clark. It's his decision after all.

Clark sighs. "It's fine, Jean. Thank you for coming to check up on me," he says.

"No problem," Jean says before she departs, giving the white-skinned mutant the stink-eye. God that woman just has the knack to rub everyone up the wrong way.

Leslie waits impatiently until Jean leaves, missing Clark's forlorn expression. As soon as the door is closed… "Finally," she cheers as she grabs Clark by the shirt and vacuum seals her lips over his. She doesn't notice how Clark is just not into it.

In fact Clark can tell ya, he's finding it kinda revolting. He raises his hands and places them on her arms, trying to gently untangled the two of them. "Leslie," he pleads with her.

"What?" she asks back, annoyed. "We haven't had a chance to be together since that dick wiped your memories."

"Exactly, Leslie. I have no memories. I'm sorry but I can't remember you or what we had together."

"I'll remind you," she says with a huge grin as she moves to kiss him again.

Clark blocks her. How can she not understand why he cannot do this? "Leslie...look all I want right now is..." think Clark, think… "is to talk to that guy you caught," he comes up with.

Leslie frowns deeply. "Why?"

Clark wrings his hands together. How to explain? How to explain? "Because...despite what he did I think there is more to his story...to the reasons behind what happened...and I need to know...exactly because I have no memories I need to know."

Leslie folds her arms across her chest in a huff. "You're not the only one with missing memories you know. There's a part of my life I can't remember and I think that asshole was responsible."

"Then why aren't you agreeing with me about talking to him?" Clark asks confused. She's in the same position as him. Surely, like him, she would want answers.

"Because I'm so angry I'm liable to fry the bastard," Leslie mutters, her anger clear as day.

Clark cocks his head to the side slightly. "Well you won't get any answers that way will you," he says flatly.

"Oh for the love of..." Leslie swears. "Even with no memories you can't drop the freakin boyscout routine," she complains.

Clark just looks at her perplexed. He literally has no idea what she is on about. "It just feels like the right thing to do," he gently argues with his...girlfriend. Nope, that just does not sound right on some level for some reason. There is just something...really aggravating about this woman. How can he possibly be dating her and put up with that...unless there is some other side of her he isn't seeing, that if he had his memories he would understand but right now he just can't see it.

"Ok, fine!" Leslie snaps in defeat. "We'll go talk to him...but be warned you may have to restrain me," she points out...and then her lips curve upward in sultry tones. "Maybe you can tie me up later," she says with a saucy wink, giving Clark a quick kiss.

She turns to leave...which means she misses Clark wiping her lips, a rather disgusted look on his face. Nope. Definitely does not feel right...and when you have no memories what else can you go on but your feelings...which is why he follows her out the room. His feeling that talking to this guy is the right thing to do.

* * *

"It was an accident!"

"Whoa, whoa, whoa, calm down, I'm not here to hurt you," Clark tells the clearly freaked out young man. At the first sight of him he had been terrified.

" **You're** not," Leslie mutters.

"Ignore her," Clark says with a glare, sounding much like his pre-amnesia self in his annoyed at her tone. He returns his focus to the man with light brown hair. "Look, I promise I'm not here to hurt you. In truth I'm not even that angry at what happened. I want to help you as matter of fact."

"What?" Leslie asks incredulous, looking at him as if he has grown a 2nd head.

Clark ignores her and continues to speak to Kevin instead. "Earlier, when you were talking to Professor Xavier...I was eavesdropping," Clark confesses without saying how he did it exactly because that would bring his mind back to Jean..naked, hot, sexy...quick mental slap...right back to the here and now. "I know you're being chased and I know your memories as well have been altered."

Leslie looks confused. "What do you mean? I thought he was the one who did the erasing? Like to me!" she spits out angrily.

Kevin looks at the white-skinned woman. "What are you talking about? I've never even met you before," he claims.

"Then why is the only thing I can remember the flashy green lights you emit from your fingertips, huh?" she asks aggressively.

Kevin blinks.

"Kevin?" Clark queries at the silence. "What is it?" he asks and after a pause. "Look, I can't speak for Leslie but I do genuinely wish to help if I can."

"Why would you help me after what I did?" Kevin asks the perfectly legitimate question.

"When you have no personal memories at all, Kevin, all you can act on is instinct and feelings. My instincts tell me to help you if I can."

"And your memories back," Kevin assumes.

Clark's brow furrows. "I'd be lying if I didn't say, yes, of course I want them back but I can't force you to help discover what happened."

"I can!" Leslie volunteers and demonstrates how by arcing electricity between her hands.

"No," Clark snaps off sharply. "I may not remember anything but I do know that power isn't suppose to be used like that. Power must be used to help people, otherwise what is the point in having it," he states.

"Um, to have fun, to get what you really want, to make pay the people who have wronged you," Leslie lists a few things she has used her power for.

Seriously? Why is he dating her again? A question he has found he repeatedly asks himself. "Look how about we start over. My name is Clark," he introduces himself to Kevin. "Or so I'm told," he amends as he offers his hand out.

"Kevin," he replies as he takes the offered hand.

"Nice to meet you, Kevin. Now, how about we get out of here and take a walk round the grounds. From my limited experience of last night I know these places suck," Clark proposes to Kevin.

That gets a smile out of the young man in the bed. Yeah. These places suck. He knows that better than most so he agrees.

* * *

"What have you got Chloe?" Charles asks the golden skinned girl. They were in his office after she requested to meet him.

"I have some more background on the Grady family. There was a younger brother; Dillon."

"You said 'was'," Charles notes the past tense.

"He's dead."

"How?"

"Accident on a hunting trip."

"Traumatic memories you said Dr Grady specialised in," Charles recalls.

Chloe nods.

"You think he treated his own son?" Charles guesses.

"Like I said earlier there is no such thing as coincidences where Smallville is concerned."

"Which brings us to what precise techniques Dr Grady was using," Charles believes.

"Yes. About that. Like I also said earlier there was a government audit...and from talking to my sources I'm starting to think something was being covered up."

"What did your sources say, Chloe?"

"That the government officials took away a lot of experimental equipment and a lot of records and none of it has ever been returned."

Charles' brow furrows. What was going on at this Institution? "What do you suggest for our next step?" he ponders.

"That I ask Andrea for her alter ego to drop in on Summerholt and see if anything was left behind. The Institution is our only other source of possible information beyond Kevin himself."

Charles sighs. Kevin was delicate so... "Very well. Contact Ms Rojas and make the request. In the meantime I'll continue to try and persuade Mr Grady to open up to us and let us aid him. Thank you for your help, Chloe."

"No. Thank you for giving me something to do," Chloe says back.

"If you're bored Chloe there are always places available on the New Mutants," Charles teases her.

Chloe makes a face. "And risk life and limb in the Danger Room? I'd rather snog Lex Luthor...though it would be close between the two," she says back.

Charles laughs at that. Though one day he really hopes Chloe will become completely comfortable in her golden skin and accept her transformation. "Well as you wish," he accepts. "But for what it's worth I think you would be a valuable member of the X-Men," he tells her his belief.

Chloe isn't sure what to make of that but outwardly just takes it as a compliment.

* * *

"This place isn't what I expected," Kevin is commenting as he, Clark and Leslie(who wasn't letting him out of her sight because she still believed he was responsible for her memory loss) wander round the Institute's grounds.

"In what way?" Clark wonders.

"Well...you have a farm," he says, pointing at it.

Clark looks at it...and a feeling of...he doesn't know what washes over him. He knows he use to live on a farm. His family told him that yesterday. He knows his dad set up this one but with his dad's duties as Mayor taking up his time the big Russian guy, Piotr, Clark recalls his name, tends to oversee it day to day. "What did you expect exactly?" Clark asks. "It's a school...so I'm told."

Kevin's mouth opens and closes several times as he tries and fails to formulate a response. In the end all he can come up with is, "I don't know."

Leslie snorts rudely. "Seriously people have some funny ideas what this place is. I may not be its biggest fan but, as Clark said, it's a school most of time. People seem to think because we're mutants somehow we don't live our lives like everyone else. Newsflash; we eat, drink and crap down the toilet like everyone else."

"Thanks for that lovely imagery," Clark drawls sarcastically, rolling his eyes.

"You're welcome. By the way we also have gardens and a wooded area. It's like we're trying to environmentalists of the year or something."

"Woods?" Kevin queries, his voice strained, his eyes screwed up. He looks almost to be in pain.

"Kevin?" Clark queries with concern.

"I'm fine," he says too quickly.

Clark's not so sure of that but they resume their walk. "So, Kevin...do you have a family?" he asks, pretending he doesn't know what he was told earlier so he can have a topic to start a conversation.

"Just my dad," he says...and he says it not too fondly.

"What does he do?"

"He's a scientist...well a psychiatrist of a sort. He helps people with traumatic memories."

"He'd have a job for life around here," Leslie mutters.

Clark is so, so tempted to flick her right now. He goes for ignoring her...which feels like something he does often. Weird if she is his girlfriend like she claims. "So your mother?" he asks about.

"Divorced. Moved away. Dad got custody of us."

"Us?" Clark questions the plural.

Kevin's eyes go wide as he catches up with his slip.

"You have a sibling?"

Kevin swallows hard. "N-no. Not any more," he answers.

"I'm sorry," Clark says sympathetically. "I, uh...I won't ask what happened."

"I will," Leslie jumps in. "What happened?"

"It was an accident!" Kevin snaps.

Clark's eyes narrow in suspicion. "That's the 2nd time you've said those exact words in that exact tone," he notes.

"And?"

Good question. Clark isn't sure what it means. It just seems suspicious to him. Again, acting on instinct. "And...how about you tell us about you brother or sister?" he chooses to shift slightly. "Were you two close?"

"Brother," Kevin confirms what the relationship. "Younger brother. It was my job to look after him...and I failed," he says with tons of self-loathing.

"What was his name?" Clark asks gently.

"Dillon. His name was Dillon," Kevin says the name fondly. "He was always trying to make sure we were a happy family. I guess because he was the youngest and affected the most by our parents divorce."

"Fascinating," Leslie says sarcastically, sounding bored and uninterested.

This time Clark does not restrain the impulse. He flicks her on the head. It's fun.

"Ow! Son of a… Why did you do that?!" Leslie demands to know as she rubs the spot.

"You're being insensitive and rude," Clark tells her off.

"No, I'm being my usual loveable self," Leslie counters with.

Clark looks at her with disbelief...and even more disbelief he's actually dating her. He's really got to ask someone about that soon.

Kevin snickers at the bickering pair. They remind him of himself and his brother...until...well, until the accident where their playful bickering… "Ah!" he calls out as his head suddenly throbs.

"Kevin?!" Clark asks in concern.

Kevin grabs his head and drops to his knees as memories flicker in his head.

 _They were out in the woods with their dad, him and Dillon. They were hunting and Kevin had the gun. He and Dillon were bickering...and he didn't notice the gun was loaded...or where it was pointing…_

 _Next thing he knows is standing over Dillon's fallen form...gun in hand…_

 _No. Wait. He looks down. It's not in his hands. He looks up and sees his dad with the smoking gun in his hands._

 _No. Wait. That's not what happened. He killed his brother._

 _Or was it his dad?_

 _Or was it him?_

 _Or was it his dad?_

 _Or was it him?_

 _Next thing Kevin knows is that he's not in the woods but strapped down in a device, green energy burrowing into his brain...agonising beyond description, screaming out in pain, calling for his dad to stop it...except his dad is the one doing it to him…_

"AH!" Kevin chokes out in pain before his eyes roll into the back of his head and he passes out.

On instinct Clark moves in a blur and catches the young man before he hits the ground.

Even Leslie looks concerned at the turn of events.

Clark picks Kevin up and rushes back towards the mansion.

* * *

"He's suffered some kind of psychological break," Beast reports some time later after finishing his examinations.

Charles, who had been called down, looks at Mr Grady in the bed and then at a worried looking Clark, who is wringing his hands nervously. Leslie is leaning against the wall, looking utterly bored out her skull. "Thank you, Hank. I'll aid you shortly," he says as he turns his wheelchair round and rolls over to the alien teen.

"Is he alright?" Clark asks in concern.

"That remains to be seen. Now, please tell me what happened?"

Clark runs his hand through his hair in his normal gesture. It seems they survive.

"You're not in trouble," Charles tries to reassure the young man. "We just need to know what happened," he explains the situation.

"I was...just trying to help. I...um...you see somehow I overheard you talking to Kevin earlier. I don't know how I did that."

"Superhearing," Charles clears that up. "One of your abilities."

"Ookkaayy. So I listened and I...uh, wanted to help after it was clear his mind had been messed with too so I figured, you know, reaching out, being friendly, gain some trust..."

Charles nods along. Amazing. Even with no memories Clark's instincts are still to try and help. "Continue," he encourages gently.

"I...um we," he gestures at himself and Leslie, "went outside for a walk with him and eventually we got talking about his brother. He's dead by the way, the brother."

"I am aware."

Clark looks at the Professor questioning.

"Chloe's been looking into Mr Grady's background," he answers the unspoken question.

"Right," Clark accepts. "So when I first asked, he snapped out this response, 'It was an accident!'. Funny thing he said exactly the same thing when he first saw me, in the same tone. It was like..."

"He was conditioned?" Charles puts forward, finding what Clark is saying familiar. "A conditioned response."

"Yeah. Maybe. And then...I don't know what. We were talking about his brother and then he grabbed his head and started crying out in pain."

Charles cocks his head. "As if the memory was painful?"

"What...what do you mean? How can a memory be painful? I mean physically painful?"

"It's a brainwashing technique when you're trying to alter memories. You make the real memories physically painful to recall so you naturally suppress them, allowing the fake memories and conditioning to become dominant," Charles explains from his own experiences.

"Someone's brainwashed him?" Leslie queries, looking suddenly interested.

"He did say he was missing memories," Clark reminds them all.

"He did," Charles confirms. "But if my guess is correct this is far more than just erasing a few memories. This is trying to condition him to believe a false memory is, in fact, the true one."

"Involving his brother?"

"Since that was what your were talking about that would seem to be a prudent assumption."

"I didn't mean to cause him pain," Clark says guiltily.

"Of course you didn't Clark," Charles assures him. "You weren't the one who did this to him."

"Then who did? His dad? Like Chloe was implying this morning?"

"We're investigating that."

"Can...can you use your telepathy on him?"

"I could," Charles muses. "However, breaking through the suspected conditioning would cause him pain. I couldn't avoid that. It also requires Mr Grady's permission and understanding of the discomfort he will go through."

"I understand."

"Look, Hank and I need to discuss the results of the tests and Mr Grady seems likely to sleep for awhile so why don't you go back up to the mansion and hang out with your friends Clark," Charles proposes.

Leslie's eyes light up as an idea strikes. His friends...or better; her. This would be a perfect opportunity for some alone time. She could play the sympathetic girlfriend...yes. That's a great idea. She hooks her arm around Clark's. "I'll take care of it Prof," she promises with a naughty grin.

Charles watches as Clark gets dragged away. What is that about? And why does he have this feeling he doesn't want to know?

* * *

"Where are we going?" Clark asks Leslie as she drags him towards the elevator.

"Somewhere we can spend time alone. This place is hellish to get privacy but I'm sure we can find somewhere," Leslie vows, glint in her eye.

They reach the elevator and Clark beats her to press the button for the mansion ground floor.

Leslie frowns...but deals with it by pressing the emergency stop button...and then pressing Clark up against the wall. "Now this is what I call 'alone time'," she says, excited, her heart beating wildly in her chest. She's never ever had an opportunity like this. Clark and her alone in an enclosed space. She presses her lips to his.

Clark...again, doesn't like it. His hand gropes for the controls and manages to get the elevator moving again. Should have taken the stairs. That's what he's thinking even as Leslie tries to pry his lips open with her tongue.

It can't come soon enough until the 'ping' sound indicates they've reached the mansion and Clark is out the door in a flash, leaving behind a very annoyed and frustrated Live Wire.

* * *

"You two are disgusting," Amanda Sefton comments as she watches her boyfriend, Kurt Wagner, reintroduce Clark to Kurt's unique food tastes. Now as a teleporter herself Amanda is well aware of just how ravenous powers like her can make you but she could never even countenance touching what Kurt eats. She'd rather eat Kitty's cooking...and Kitty can't cook.

"I don't know what you mean," Clark says back. "It's rather good," he says as he takes another bite. Kurt and Amanda had been the 1st people he had bumped into after escaping Leslie and...well how they ended up trying Kurt's culinary skills he can't quite remember but any excuse to be away from...ok, there's just no way she is his girlfriend. He's decided.

Amanda makes a retching sound.

Kurt smiles at her in good humour...and then kisses her on the lips, making sure he transfers some of the taste of his sandwich to her.

"Ew, Kurt!" Amanda protests. "Bleuch," she makes the disgusted noise. "That's it. No more kisses for you mister," she says sternly.

"Ve both know, Mandi, zhat you can't resist zhe fuzzy dude," Kurt retorts knowingly.

Amanda so wishes she could argue that but she can't. She does find Kurt irresistible.

"I can always fry him and make his fur stand on end," Leslie offers. A rather grumpy looking Leslie, with her arms folded across her chest, annoyed as hell that she just can't seem to get a break and get Clark alone.

Amanda makes a show of considering that seriously. Kurt looks concerned for a moment….before Amanda smirks at him and then laughs at his expression. Kurt can only shake his head fondly at the girl he loves. Ever since her mutant powers activated there's been a more...liberal side of Amanda that has emerged from the previously, almost painfully, shy girl. It's not that she's really changed. It's like some inner personality traits were set loose or something. Stuff that was always there but was never or rarely seen.

Clark has to smile at the couple. They were so happy and comfortable around each other. They're teasing was playful. Unlike him and...his not girlfriend. She was just annoying. Now if he could just get away from her for 2 minutes to actually ask someone about them and discover whether his suspicions are accurate. Easier said than done.

It's then Jean walks into the room, her expression quite serious, as if on a mission...which she is...sorta. "Clark, Leslie, the Professor wants to see you both," she informs the alien teen.

"About?" he queries.

"Chloe's got something on Dr Grady."

"And this is relevant to me how?" Leslie wants to know, not interested unless she knows it directly affects.

Jean almost sighs in annoyed manner. Does the woman have to irritatingly question everything? She gives the white-skinned woman an annoyed look. "Because it may explain what happened to your memory," she relays the answer. "Isn't that what you wanted to know?" she rhetorically asks, having more sympathy by the minute for what Clark has to deal with from this woman.

Ok. Now Leslie is interested. Now, maybe, she will get the answers she wants.

* * *

 _Author's Note: If a fully clothed Jean can set off Clark's heat vision a naked one probably should have had him blow half the mansion apart but that would have been a little extreme. Not to mention all the unnecessary deaths...and Leslie just can't catch a break where Clark is concerned and Clark, like I wrote, only has his feelings to act on and his feelings tell him that dating her is just wrong. Good instincts there. Getting there slowly, starting to peel back to what it is Dr Grady did to his son in regards to Dillon...and I think it right that even an amnesic Clark's 1st instinct is to try and help. It was what he tried to do in the episode and I think it shows up Clark's true personality nicely. Thanks to everyone who wrote reviews. Next up; Blank part 5_


	24. Chapter 24

Chapter 24

"Turn it off," Clark begs, his expression one of deep pain...and anger.

What he is asking to be turned off is the video evidence Chloe had managed to obtain from Andrea who had managed to find that Summerholt had a back-up for all their old files. The video evidence being recordings Dr Grady took of his 'sessions' with his son. Sessions involving some sort of machine emitting a green light directly into Kevin's head...and Kevin subsequently screaming in agony.

Logan does so...barley repressing his urge to smash the thing in. For someone who has been experimented upon and had his own memory erased watching that...god he's pissed and needs a drink. Lots of drink.

So there is silence in the Professor's office for awhile until Leslie breaks it. "What the hell was that?" she asks, seething.

Charles rubs his head and looks up at Hank who is frowning deeply. It's not the 1st time they've come across amoral doctors and it angers the big blue mutant every time...but this is worse. To experiment on one's own son...is just disgusting.

"I think," Charles begins, "that your assumption Kevin Grady erased your memories might be incorrect. Clearly there is a machine capable of this," he expresses his thoughts to Leslie.

Leslie looks lost and confused.

"SHIELD took it, didn't they," Chloe airs the only possible assumption.

"Must have," Charles agrees with the young woman.

"What was he doing to the kid?" Logan wants to know.

"Dillon," Clark speaks up. "This is about Kevin's brother and how he died...how he really died. You heard Dr Grady on the video, trying to make Kevin accept he was to blame...but my guess is that he wasn't. That Dr Grady was covering something up."

Chloe nods, noting how Clark's reporter instincts remain intact. Everyone else in the room agrees with Clark's assessment.

"So," Leslie speaks up, "you think SHIELD captured me and then stuck me in that machine, that right?" she seeks clarification at what she believes is being implied about her part in this.

"It is an explanation for your memory loss," Charles points out to her.

Leslie...is getting angry. Very, very angry. The lights in the room turn on and begin to spark.

"Leslie, please calm yourself," Charles requests of her. "I know you are angry but overloading the mansion's electrics will just risk fire and harm to others."

Leslie tries to reign it in.

Chloe, meanwhile, has her pondering face on. "I wonder..."

"Yes, Chloe?" Hank asks of her.

"I wonder if this is how Kevin got his powers. He was stuck in a memory erasing machine and now can erase memories, emitting from what we know, a green energy just like we saw on the video that the machine emits."

"Dr Grady must have used kryptonite is some fashion in the mechanism," Hank guesses as he tries to imagine how that would work...but can't. He's never even imagined a machine like that, able to manipulate the brain and its neural pathways in such a manner.

"And the repeated exposure mutated his DNA," Charles can begin to see how it all fits together. From what they have discovered in relation to kryptonite mutation, often but not always, the powers relate to what is in the environment around them. Claire, for example, was surrounded by fire the day she got her powers. The other times...well there is a randomness that is frustrating because it can't be quantified.

"Kevin needs to see this," Clark offers his view.

"Why do you you say that?" Charles wonders the reasoning.

"Because from losing my memory I can tell you the one thing I want the most is to know the truth of who I really am," Clark replies.

"Space-Boy's right," Logan says in agreement because that is exactly how he feels about his own lost past.

"He is," Leslie says in agreement as well, sounding most sombre and sincere. Unusual for her. Different from the usual manic energy she displays.

"It won't be pleasant," Hank warns.

"No," Charles agrees. "But seeing this may help break through the mental block," he can see the possibility. "However, the choice, in the end, is Mr Grady's. He must want to remember," he adds a caution. "As soon as he awakens we'll make him the offer," he proposes the way forward for the moment.

* * *

And awaken soon enough Kevin does. His head still aches. He sits there, in bed, as he is told the truth of what they believed happened.

Charles realises that when you have been lied to, deceived, had your actual memories tampered with what he must be now is completely honest. To help Kevin he needs the boy's trust.

Kevin sits in silence for awhile and thinks. What does he want? His instinct is to...run away. Like he was doing before he ended up here.

"I know you're afraid Kevin," Clark intervenes as if guessing what Kevin is thinking. "I'm terrified," he confesses. "I'm stumbling around in the dark, blind in a world where everything feels familiar and not at the same time. I'm groping for answers, needing to know who I am and yet afraid of them at the same time in case I don't like who I am. Whatever conditioning you endured, don't let it and the people who are manipulating you win. Choose what you want. My advice, based on myself, is go with what feels right because without memory feelings are all you have."

"Wish you'd _feel_ me," Leslie mutters under her breath, her frustration continuing at not getting a chance with Clark.

Clark hears her but ignores her. "Please don't think there's any pressure on you Kevin. Everyone here just wants to help you but you have to choose to take that first step to allow us to do so," he appeals to the young man.

Kevin thinks hard on those words. What does he want? He wants...he wants...his head to stop hurting. That would be a start...and the only it will is to know the truth, isn't it. Why is he running away? He can't even remember. He makes his decision. "Show me this video you have."

"Are you certain?" the Professor asks. "It's not pleasant viewing," he warns.

"Clark's right. I'm stumbling around in the dark, running from I don't even know what. How can I protect myself when I can't remember. I need to remember now, Professor. Help me, please," Kevin pleads.

"Of course I will help you in anyway I can, Kevin," Charles vows. "But I am only a guide. You must want to remember," he advises.

Kevin nods and they set everything up with a tv for Kevin, electrodes on his head and the Professor ready to use his vast telepathic powers to help find the way through the mental blocks, explaining all he intends to do before they start.

"We're ready when you are Kevin," Beast announces.

"I'm ready," Kevin announces.

Charles touches Kevin's mind and signals for Beast to start.

Kevin watches himself on the tape and feels utterly disconnected from it. It's like it's not him at all but a different person.

" _No Kevin,"_ the Professor's voice speaks gently in his mind. _"It is you. Try and remember,"_ he pushes the young man to.

Kevin focusses on the screen, trying to remember lying there. His head begins to throb.

" _I know it hurts. We warned you it would. Don't run away from the pain, Kevin. This is your life, your memories. Remember."_

Kevin tries to ignore the pain. He was lying in his father's machine...why? Why was he doing that? His memory of what he is watching shifts from being a different person to him floating above his own body in an out of body experience. Everything is frozen.

" _Look around you Kevin,"_ the Professor encourages him to explore the memory.

Kevin does so. There's him...and there's his father. He walks up to him and stares at him. Fear rises up. Fear of his father. No, more than fear. He's terrified.

His head hurts worse. The memory starts to move.

"Dillon," his father begins to talk.

"It...was...an...accident!" Kevin's memory self screams in agony.

"I know it was son," Dr Grady says. "But you remember what happened. You must remember correctly son. It's the only way to deal with trauma, no matter how painful. We were in the woods together. I had left you and your brother for a few moment. You picked up my gun and didn't realise it was loaded. It went off. Dillon fell."

Kevin's head is agony. "No," he says in denial. "That's not...right." The image of his father standing at the machine's controls changes. Now he's dressed in his hunting gear, smoking gun in his hand and lying on the ground is Dillon, dead. "It was you," he says in a whisper. "Argh!" he screams, grabbing his head as unendurable pain leeches through.

Kevin's father has turned the machine's settings up.

"No, Kevin. That's not what happened. Your mind is trying to lie to you. Help you cope with your guilt by making you think it was someone else but it was you Kevin. You killed your brother," his father states coldly.

"I...killed..."

"Kevin, stop," the Professor orders as he appears in the memory. He touches the young man on the shoulder. "I know it hurts but do not listen to your father. Remember. You must remember. For your brother's sake, let the truth come out. It is the only way he can truly rest in peace."

Kevin looks up at the kind bald man, pain and tears in his eyes. "Yes. Remember. I must...argh!" he screams, dropping to his knees, grabbing at his head as the images around them shift.

Charles looks around. They were in the woods. Kevin and Dillon were bickering just like brothers do.

BANG!

There is a loud noise. A gunshot.

For a moment no-one knows what happened...until Dillon keels over, hole in his chest, blood spilling everywhere.

Kevin looks up...staring in horror at his father, gun in hand. His father who looks as equally shocked at what he has done.

The memory block begins to shatter as the real memories emerge. In the aftermath Dr Grady tells the police Kevin did it but why?

"If they knew the truth...it would ruin me," Dr Grady says in a distorted image. "They can never know the truth Kevin," he pleads with his son.

And then to just doubly make sure he isn't ruined he subjects his own son to his memory alteration techniques.

Charles is shocked and appalled. It's too much for Kevin and they snap back to the real world…

...where Kevin promptly throws up.

"What happened?" Clark asks as Beast attends to Kevin.

Charles rubs his head. "As we suspected Dr Grady hid the truth of Dillon's death. He was the one who shot him, accidentally I will add but he feared it would ruin his reputation so he used his machine to make Kevin believe he did it."

Clark cannot believe that. "How could any father do that to their son?" he asks.

Charles would almost point out that Clark's father, Jor-El did that to Clark...but that was due to Apocalypse's meddling. Who knows what the real program was like? "It is a sad truth that human beings both have a capacity to do great good and inflict great evil within them. Sadly it never ceases to amaze how some people can find excuses to justify just about anything," he gives Clark an answer. "However, I would tag on that my belief and yours as well Clark, is that generally most people are good."

"As much as I enjoy the philosophical debate," Beast interrupts, "I think it best if everyone but Charles and I leave," he advises.

"Of course," Clark agrees. "You...hang in there Kevin. I'll be around if you need me," he offers.

As Clark departs Charles watches the young alien for a second. Truly remarkable. No memory yet his instincts are still to help. Says something about who Clark truly is. If only he could see it himself but lately, as he knows from their sessions, all Clark can see is, what he believes to be, the corruption of Apocalypse. They'll get there. One day.

* * *

Later, after Kevin is feeling better, he finds himself temporarily alone with only his thoughts...and what is he thinking?

How could his father do that to him? Why? Why is everyone around here so helpful, especially the boy he zapped?

What did Clark say? Something about acting on feelings when you have no memories? What happens when you get those memories back and you learn what was done to you? Up to now Kevin's instincts were to run away...but now...now he feels like he might just want to do the opposite and confront his father.

The lights flicker...and then there is a flash of electrical energy as Live Wire appears...and for once there is a serious expression on her face. Leslie had been biding her time, thinking over the latest revelations and had come to a decision. "So...I hear we have something in common," she says.

"We...do?" Kevin queries uncertainly.

"Your father apparently screwed us both over," Leslie explains the commonality, her anger seething beneath the surface.

"He works for SHIELD. I remember that now," Kevin reflects on what has been jostled loose. "They came shortly after Magneto freed everyone from Belle Reve. My father had had patients transferred over to use as test subjects." The young man laughs bitterly. "Why bother when he had me all along."

Leslie nods. "So they found a trail that led to your father," she speculates over what brought SHIELD to Dr Grady's door.

"I suppose so."

"Do you remember anything about me?" Leslie asks what she really came here for. To know what happened to her.

Kevin shakes his head slowly. "No. If you were there it was when I wasn't. Only my father has your answers...well both our answers really."

"Then lets go get them," Leslie proposes forcefully.

"What?" Kevin asks, confused expression on his face and deep puzzlement in his eyes.

"Lets go confront your father and get our answers," Leslie elaborates her thinking.

Kevin looks at the white skinned woman for several moments thoughtfully. Truth is now that his memories are back he is angry. Probably as angry as she is though he hides it better than her. Hell she's not even trying to hide her anger. Her fists are clenched and her whole posture is tight and on edge, like a string about to snap.

"I'm no-one's tool," Leslie grinds out. "They tried to use me. Messed with my head then set me loose as bait in a trap. Well they're going to learn that this bait bites back...hard!" she promises vengeance. "But I need your help," she admits. "You are the only one who can lead me to them," she assumes. Assumes that he knows where his father is. "Where is your father? You remember that?" she asks him.

"I remember the facility I ran away from last," Kevin answers. "Whether they're still there..." he can only shrug.

"It's a place to start. So you in?" she wants to know.

Is he? Kevin does want answers. "How do we get out of here?" he asks her, still sounding a little undecided.

Leslie grins widely. It's kinda disturbing actually. "Don't you fret. I can handle that issue," she assures him. "So you in?" she repeats her question.

Kevin hesitates but his anger, his desire to confront his father over his brother and all the pain the man inflicted is too strong to resist and he makes what is probably a very big mistake. "I'm in."

* * *

"What do you mean gone?"

That's the question Clark is asking, a puzzled look and deep frown upon his features. He had been summoned to the Professor's office and here he was getting told some...startling shall we use, news.

Charles rubs his head, trying and failing to assuage the headache he could feel building. "Hank went to check on young Mr Grady and found he was gone from his bed. A subsequent search found no sign of him," he repeats what he has already said.

"Where would he go?" Clark asks the obvious question.

"Actually the question is who would he go with," Charles corrects.

"I don't understand," Clark says, the appropriate amount of confusion clear on his features.

"On closer inspection of the infirmary scorch marks were found. Around the electrical outlets."

"Leslie?" Clark queries. He could say he wondered why she had stopped bothering him but truth is he was glad to be rid of her. Is that a pang of guilt now he's feeling? Weird.

"She's nowhere to be found either," Charles says, essentially confirming the suspicion the two left together.

"Why would she...oh no," Clark says as a thought strikes him.

"Oh no, what, Clark?" Charles asks.

"Her memory loss. I may not remember anything from before last night but I don't need to when it comes to this. Her anger has been obvious...and if Kevin's father is responsible..."

"You think they've gone to confront him," Charles picks up on Clark's thinking. The young man nods. Well, Charles can say that even without a memory Clark's deductive skills remain as sharp as anything. It also means finding the two has become an urgent priority. With SHIELD certainly involved the two young people could soon be in big trouble. Therefore he immediately departs for Cerebro. Kevin's mutation, as noted earlier, makes him difficult to detect but Live Wire, on the other hand, shines brightly as she is an enhanced mutant so there shouldn't be an issue in finding her.

Yeah, when does anything ever go that smoothly?

* * *

 **Secret SHIELD Facility...**

It was pure darkness around the building. Someone with control over electricity had messed up the lights and they were having a 'malfunction'. Soon the electronic lock for the door would also be having a similar 'malfunction' as bolts of electrical energy fire from Live Wire's fingertips into the lock.

For Leslie hacking anything electronic was child's play. If need be she could transform into her electrical form and upload herself like a virus into anything digital...and in this modern digital age it doesn't take much thought to realise just how much damage she could do if she wanted.

There's a _click_ sound as the lock disengages. "We're in," Live Wire tells him as she pushes the door open and enters.

Kevin follows on behind. Some part of his mind knows this is probably stupid, what the two of them are doing but that part is currently overridden by the part that is angry as hell at his father. "Do you know where we're going?" Kevin asks in a whisper.

"That's kinda your job," the electrical mutant retorts back in a whisper.

"It's a lot harder when it's pitch black," Kevin argues.

"Well the alternative is letting them...stay here!" she orders in a harsh whisper as the illumination of torches can be seen up ahead. Leslie runs forward, transforming into lightning as she goes. The two guards never stand a chance as they are shocked into unconsciousness before Live Wire reassumes her solid form, standing above the fallen forms. She signals Kevin to move it. "Come on. We need to find your father," she says in a determined manner. Determined to confront the man she now thinks responsible for her missing memories.

"Are they…?" Kevin hesitates to ask.

Live Wire snorts. "Luckily, no. I think the goodie goodies have been a bad influence on me. They'll live," she assures her current companion. "Which way?" she urgently presses him.

Since it is still dark Kevin has to use his memory. "My dad has an office down there to the left, then 2nd right, 3rd door down. We can try there," he suggests, pointing.

Live Wire nods, accepting that as a good place to start.

The two make their way through the dark corridors, hearing shouts and orders being sent as the personnel struggle to figure out what has killed the power. Live Wire can't help but smirk at the way she has left them clueless and running around like headless chickens.

They manage to reach the office door without being noticed and barge their way in...and guess what...or more accurately, who they find?

"Dad," Kevin growls, his anger now threatening to explode at the sight of the older man.

"Kevin?" Dr Grady blinks in surprise.

Live Wire clears her throat loudly, annoyed no-one is noticing her. She means it's bad enough Clark doesn't(and she can't understand why he doesn't. After all look at her.). Now she's getting ignored by the man who messed with her mind.

"Ms Willis?"

Live Wire growls, electrical energy sparks across her form. "It was you! You did mess with my head!" she accuses angrily and fires an electrical blast that comes a hair-breadth's away from turning the doctor to a crispy snack.

Dr Grady takes a step or two backward. "Now, lets remain calm," he begs, his fear quite clear.

"Calm my ass!" Live Wire snaps. "I almost killed Magneto for messing with my head. Why shouldn't I do the same to you?!"

"Because there are perfectly good reasons why I did was necessary...for your own mental well-being," Dr Grady says, his voice stammering in his nerves.

"Like what?" Kevin asks. "And why we're at it maybe you can explain why it was necessary to make me think I killed Dillon when it was you!" he snarls angrily.

"K-Kevin I don't know what you think..."

The man's son cuts him off. "I saw the videos you made. I remember...everything. The trip to the woods, the accident...the treatments where you tortured me!"

"You don't think I regretted the pain you endured?! It was the hardest thing I ever did Kevin...but it was necessary," Dr Grady tries to defend himself.

"To cover up what you did!" Kevin accuses back. "Why dad? Why not just admit it was an accident...unless it wasn't?" he queries because he's beginning to wonder. Why so much effort to hide the truth if it was truly an accident.

"You're confused Kevin," Dr Grady tries to claim.

"No. For once my mind is clear," Kevin refutes that. "And I want the truth!" he yells.

"Ditto," Live Wire tags on. "And I'll get it by whatever means I deem _necessary_ ," she reuses his word with a dangerous edge, a dangerous smile coming to her lips as she raises a hand, electricity arcing between her fingers.

Dr Grady swallows hard.

"That's funny. So will I," a new voice says and before anyone can react to that, something is fired.

Live Wire grabs at the back of her neck, screaming in pain as her electrical energy seems to spark and short out before she collapses to the ground.

With her down the emergency lights click on and Kevin's eyes are drawn to the doorway where stands Commander Maria Hill, weapon in hand. She pulls the weapon back to point upward. "An electrical disruptor," the stern looking woman answers the unasked question. "Specifically designed for her. Since her body is a quasi-flux state between matter and electrical energy any disruption of its flow is quite...debilitating. As you can see," she, perhaps, over-explains. Her eyes look at the young man with a...cold interest. "Welcome back Kevin. We missed you," she remarks.

Kevin highly doubts she means that. He also now realises his rash choice in coming here has just spectacularly backfired.

* * *

 _Author's Note: Father of the Year Dr Gardy clearly is not but we're getting closer to the whole truth now with how Kevin got his powers and why his memories were messed about with. But now he and Leslie are in big trouble...and perhaps only an amnesic Superman can save them. Oh dear, they're screwed. Thanks to everyone who wrote reviews. Next up; Blank part 6_


	25. Chapter 25

Chapter 25

 **At the Institute...**

Remember that part about it should being easy to detect Live Wire?

Well Charles may have to rethink that statement.

Why?

Because he can't find her. She's vanished off Cerebro's scans. His best guess, when he was asked, is that she is somewhere shielded.

Before now he only thought Magneto had that sort of technology...and assuming Magneto is not involved here then the only conclusion possible is that SHIELD now possesses telepathic shielding technology.

Is it a surprise?

It probably shouldn't be.

What else can you expect from a spy agency that it would do all it could to protect its secrets. An organisation whose secrets have secrets.

The problem is that, as of right now, the two young people were missing. One of whom is possibly the key to restoring Clark's memories.

Which has left the alien teen incredibly frustrated. He was already feeling useless due to the fact he couldn't use the power he possesses. Simply he didn't know how and it would take too long to relearn. Now that feeling of uselessness is even worse. It's bringing anger into the equation. Anger at himself...which is incredibly unhealthy and unhelpful.

His family had tried to get him to calm down...but it isn't working. He just doesn't seem to want to listen so Martha turns to the one person her son has seemed to respond to the most since his memories were taken; Jean.

Yes, Martha had noticed. She is his mother after all. What exactly was going on...well she had a supposition or two but there was a time and place for that sort of talk with her son and this wasn't it. Right now, in this situation...when this was settled, one way or the other, she would deal with it. Her and Jonathan she means. Deal with it like they always do; as a family but Clark is simply too agitated which brings her back to asking Jean for help.

* * *

Let Jean enlighten you to a fact of life she has learned since Mrs Kent came to the mansion. When the older woman asks you for something you can never say no. It's a long running joke amongst the students that that, and Mrs Kent's cooking, are her secret mutant powers.

Jean is not sure it is a joke because, seriously you cannot say no to that woman...and as for her cooking...heavenly.

Point is when Mrs Kent asked for Jean's help in calming Clark down she readily agreed. It's ridiculous really. Even without his memories he seems to want to carry the burdens of the world on his shoulders. Someone needs to get him to share. To realise it's ok to share those burdens with other people. Not be hostile. Be...a comfort. Be understanding. Be compassionate...but not to let him push you around either. You have to be firm also. It's a balance. One Jean is about to attempt to reach.

"Clark, please calm down," Jean pleads with the pacing teen. She had found him outside, the cold February night not bothering him but it does bother her as she pulls her coat tight around herself.

"I don't want to calm down!" he almost snarls his reply in his frustration. "I told you earlier Jean I just feel...useless."

"You are not useless Clark," Jean argues with him. "You admitted earlier today that you managed to use some of your abilities. It just takes time and you'll relearn how to access all of them."

"We don't have time!" he protests, waving his hands about wildly.

"Clark. The burdens of the world are not yours alone to bear," she airs what she was just thinking before she found him. "That's why the X-Men are a team. We work together. We share the burdens of the path we have chosen to walk. Right now that team is doing everything we can to locate Leslie and Kevin. You have to have faith and trust in your teammates. It's the only way it works."

"But I want to help," he argues.

"I know you do," Jean says in understanding. "So do I," she points out. "But if the Professor can't find them I'm afraid I can't. I just have to trust in my team that another solution will be found."

"But surely I can help. I mean I'm told I have this incredible hearing and I managed to listen to a conversation through several stories earlier. Doesn't that mean I can find them?"

"Assuming they're within range of your hearing and assuming they're making sounds you can hear which assumes that wherever they are isn't sound-proofed in the same way it's shielded against telepathic scan."

"That's an awful pessimistic view there Jean," Clark remarks, having finally stopped his pacing and is just looking at her curiously.

Jean frowns. "I know. I'm pretty certain I use to be the optimistic one as well," she jokes...which draws a smile out of Clark.

"And I wasn't?" Clark asks.

"Well maybe at the start...but a lot of stuff has happened I'm not sure you've been told about yet."

"So I lost my way is what you're saying?" he presses for.

"No. No. That's not what I'm saying," Jean says while trying to figure out how to explain what she is meaning without having to explain Apocalypse and everything else. "What I'm saying is that, perhaps, your optimism has been tempered slightly but despite it all you never stop using your powers to help people. You always keep saying that is because what else is power for if not to help people."

"And you agree?"

"Yes," Jean answers because it's not a belief you can argue with really unless your selfish and greedy and power mad. See her twin sister for evidence of the opposite belief.

"Then help me," Clark pleads. "At least let me try to find Leslie and Kevin. If I fail...then we're no worse off are we?"

Rogue would often complain that Clark had a hangdog expression that was impossible to resist...and she was right. "Ok, ok," Jean relents which gets her a heart-melting smile in return. Wow. What does she have to do to get that smile more often...not the time! Definitely not the time...but after this is over...Clark and her are going to need to talk because something has...shifted in their relationship but first things first.

"So what do I do?" Clark seeks her advice.

"Good question," Jean murmurs as she thinks on what advice she can give. Maybe her telepathy can be used as an example. "Ok, my telepathy allows me to hear everyone's thoughts, all at the same time. What I had to learn to do was block them out...or, similar to what you are about to do, pick out one voice amongst the din. You have to filter out the other noises one by one, push them aside until all that remains is the one voice you want and then you focus in on it, until it is all you hear. Then you should be able to follow it to wherever it is."

Clark's brow furrows and Jean can see the uncertainty ghost across his face. She steps forward and places a hand on his shoulder. "Clark. I know you can't remember but trust me. I've seen you do this...and more. You are one of the most amazing people I've ever met."

Clark arches an eyebrow at her.

Jean catches up with what she said, Her cheeks flush with colour and she stammers a little her next sentence. "W-what I mean is that you can do amazing things. Impossible things by most people's standards."

Clark smiles gently. "Ok," he simply says.

Jean mentally curses that slip. Most amazing person? How that must have sounded? But luckily more important issues allow her to move the topic along. "Close your eyes," she instructs him.

"Should I be worried about my virtue here?" Clark jokes.

"Claarrkkk!" Jean drawls, her cheeks almost matching her hair at his implication.

Clark chuckles.

"Don't make me hurt you," Jean warns him.

"Thought I was invulnerable?"

"Only virtually...and I know your weaknesses."

"That I can believe," Clark murmurs, his tone having a certain implication.

"Close your eyes," Jean says sternly.

Clark does as told.

"Now, listen to the world around you. Anyone can do that but for you the range is a little greater."

Clark takes a breath. He thinks back to when he eavesdropped on the Professor's conversation with Kevin. He just wanted to hear it and he did. Now he wants to hear...everything. His brow furrows slightly as at first nothing seems to happen...and then it does. Sounds flood in. Every sound within...who knows what radius. Cars, lorries, people, dogs, cats, birds, wind whistling through, countless hearts beating away.

"Ah!" Clark yelps out in pain, trying to cover his ears.

Jean places her hands on his cheeks and gets him to focus on her, on her voice. "Clark, Clark. Remember what I said. Eliminate the sounds one by one. Come on. Listen to my voice. I know you can do this. One by one," she encourages him

"It...hurts," he says in a half-sob. Is this what he has to deal with normally? How does he do it?

Jean runs her hand through his hair, trying to soothe him. "I know," she says in complete understanding. It hurts her too, to hear all those voices. Has nearly driven her to the point of madness on more than one occasion. "But I also know this; you once explained it was hearing all that you do that drove you to help. That if you could help just one of those people you hear that was something...and you're right. It is. Every life matters. I can't even begin to imagine how many of those voices you have aided. That you continue to aid no matter what you've been through. You're a good person, Clark. One of the best I've ever known. Kind and selfless. And right now two people are in trouble so here's what you're going to do. You're going to find them...or I swear I'll kick your ass."

Clark looks at her oddly as if she has just cut through all that pain in an instant. "That's your motivational speech? You'll kick my ass?" he asks her incredulously. "You sound like Rogue," he remarks...and then blinks in confusion. "I don't know why I just said that," he says, puzzled where that came from.

Because his memories are still clearly there, Jean realises but no time for that. "Concentrate or yes, I will kick your ass," she tells him. "You're a stubborn guy and sometimes, I think, you just need it told straight."

"Like I need a partner?" he asks her, giving her an intense look. One that makes Jean slightly uneasy because it reminds her of the confusing emotions he's been raising within her since his amnesia struck. It's clear he means more than just a platonic sort of partner.

"Sorta," she lamely replies. "But that's...we can talk about that later," she pushes it off. "Leslie. Kevin," she reminds him. "Find them."

Clark nods, pushing aside the feelings the beautiful redhead has been stirring within him since the moment she walked in to the infirmary. He doesn't understand them, really. Just that...there's something there but it can wait. It has to wait. He has to find Kevin and Leslie so he closes his eyes and he listens, eliminating the extraneous noises one by one…

* * *

 **Secret SHIELD Facility...**

Leslie had woken up to find herself strapped down in a restraint, beneath some huge machine. Her mind flashes back to lying here before, green energy burrowing into her brain, herself screaming in pain.

Leslie looks down past her feet at the controls where Dr Grady is. Kevin is at the back of the room, under guard.

"It was you!" she hisses. "I was here before!" she half -remembers.

"Technically it was me," a new voice states.

Leslie looks up as Commander Hill almost saunters to stand over the white-skinned mutant. "What?"

"I was the one who ordered your memories altered. After we caught you, of course."

"How did you catch me?" Leslie asks, unable to remember.

Hill smiles enigmatically. "Oh we have our ways, Ms Willis," she answers vaguely.

"Why?" Leslie demands to know.

"Two reasons. One; I wished to see how this machine functioned. _Collecting_ data on new discoveries is very important to me."

"And Two?"

"Two; Data was required on the Kryptonian survivor's abilities. From previous encounters between the two of you it was noted that you have a talent in...attracting his attention."

"Not that sort of attracting I desire," Leslie mutters.

Hill arches an eyebrow at hearing those muttered remarks. "You are not the same species. While the similarities in physical appearance would not preclude his ability to feel an emotional, biological attraction to a human being, his natural biological urges, like with any species, would be far stronger to those of his own kind. Though Kryptonians had strived to control those urges the effect of living on this planet will have affected his psychology. Nature or Nurture? It is a fascinating question. Which is stronger? Which has the most influence on behaviour? A Kryptonian alone, amongst humans. There has never been such a study before."

Leslie stares intensely at the woman. "You seem to...know quite a bit about his species," she notes. Yes, she's not completely oblivious or that self-obsessed. The question is how does the short-haired brunette know so much?

"I know more than you can begin to imagine, Ms Willis," Hill states coldly. "But not enough which brings us back to why I used you...and why I will continue to use you...with the appropriate modifications to your memories, of course. Your erratic nature is unacceptable. Your impulsive tendencies need to be controlled."

"I'll show you _erratic_ , bitch. When I get loose..."

Hill smiles in amusement. "You will not be getting loose. Those bracelets on your wrists are not mere decoration. They're power dampeners. A useful invention to help control and contain your kind when the time comes."

"When the time comes for what?"

Hill puts her finger to her lips. "Shh. It's a surprise. Everyone will be so surprised."

Leslie's brow furrows. Why does she get the feeling that there is something...bigger happening here. Perhaps something much bigger.

Hill walks over to the controls and stands next to Dr Grady. "Proceed," she commands.

Grady begins to fire up the machine.

"How could you!" Kevin spits out in disgust at his father, the guards having to hold him back.

"I did what was best for you Kevin," his father argues.

"No. You did what was best for yourself!" Kevin snaps back. "And after you're finished with her, no doubt I'll be stuck back in there so you can continue to insult Dillon's memory!"

Dr Grady spins round at that, stung by that accusation. "That's never what I did! I loved your brother. Just like I love you!" he tries to defend himself.

"You shot him!" Kevin yells in fury. "And then covered it up by making me think I did it! Is it any wonder I ran away!"

"Without this job how do you think I could look after you. Money doesn't grow on trees."

"And what about my powers, huh? Turning me into a mutant, was that part of the plan?"

"I...um..." Dr Grady stumbles over himself because clearly not. "That...that was an unforeseen side-effect I admit."

"Mutant is not the correct term," Hill cuts in here.

"What?" Grady wonders about what she means.

"Mutant refers specifically to the new branch of the human family, Homo Mutatis that is emerging. A more accurate term than that arrogant sounding Homo Superior that Magneto prefers. No, someone born base line Homo Sapien and then altered, such as yourself Kevin, is more accurately classified as a Metahuman. An enhanced human essentially." Hill then looks at Live Wire. "Of course an enhanced mutant such as Ms Willis here will need a classification term too. In time. However, as for right now, it would be very rude to keep her waiting so if you will please proceed post haste Dr Grady," she orders.

"Of course," he says, uncomfortable at the woman's intense stare. It's so cold and...inhuman. Almost...mechanical is a stray description that flutters into his head. He starts to fire up the machine.

Live Wire struggles against her bonds, trying to access her powers. She won't let them to this to her again. She won't! "I'll make you pay for this I swear!" she shouts at them. "You will pay!" she screams at the top of her lungs.

* * *

 **At the Institute...**

Clark was just filtering through the noises when he heard Live Wire's far less than dulcet tones. "I've got her!" he announces excitedly.

Jean grins. "That's great, Clark," she praises him, pride in her tone at his accomplishment. "You keep focussed on her and I'll tell the Professor to get the team ready," she proposes.

Clark's expression pinches. "I'm sorry, Jean."

"Sorry?" she asks, not understanding why he is apologising.

Clark looks at her apologetically and longingly...and remember what he said about only having his feelings to act on. Right now he acts on one. He leans in towards the beautiful telekinetic.

"Clar...hmpf!" her query is cut off by the pressing of his lips to hers. Any thoughts of objecting fly out of her mind when their tongues meet and mingle. Jean's whole world becomes the feeling of Clark kissing her. Is that her toes curling? Boy, for a cold winter's day it sure is warm...no hot...no boiling. Then as suddenly as it begins it stops as Clark vanishes in a gust of wind, leaving a rather breathless Jean behind in a daze, lips swollen, cheeks flushed as red as her hair. She brings her fingers to her lips, her heart is pounding in her chest, her mind still numb with shock at the way Clark just...just…

He kissed her!

Really kissed her. Tongue and everything.

And passion and power...and oh shit! He's gone. He's...gone after Leslie and Kevin. Of course he has. Dammit!

Jean turns and sprints for the mansion. She's got to find the Professor and tell him.

And when this over her and Clark have to…

...she doesn't have a clue. All she does know is that that kiss...it's changed everything.

* * *

 **Secret SHIELD Facility...**

Leslie continues to struggle against her bonds as she can hear the machine powering up. She can see the green glow of energy from the emitter part, gathering and growing in intensity.

' _No, this can't be happening to her again!'_ she mentally screams in denial. Not again. Never again will she be someone's manipulated puppet. Not Magneto's. Not SHIELD's. Not anyone's. NO! "No!" she yells it.

"Fighting it only makes it hurt more," Dr Grady tells her.

"You're dead! I'll kill you!" Live Wire makes what could well be her last defiant remark as the machine fires, the green beam of energy descending downward...as time seems to slow down, the beam's progress incremental.

To the right the wall explodes, bits of concrete and steel twisting through the air in slow motion as a casually dressed figure in a red jacket and jeans moves across the room and in the nick of time intersects the beam before it hits the prone mutant.

The second the beam hits Clark's head his memories erupt back inside his head, the block that had been holding them back disintegrated away. His interference instantly begins to overload the machine. The device not remotely calibrated to deal with a Kryptonian mind. Huge metal coils on either side, used to generate the electromagnetic energy which the machine works on, the overloads explode their bases and they begins to topple. Clark raises his arms and catches them easily.

Time resumes flowing at normal pace...well it always was really.

Leslie gasps and finds herself looking into those two blue eyes she dreams about.

"You just can't stay out of trouble can you," Clark critiques, with a lopsided smirk.

"Hey, that's my most adorable quality," Leslie insists.

"Uh huh," Clark says sceptically as he shoves the coils away and they fall harmlessly in the other direction, leaning against the walls. He snaps Live Wire's restraints and frees her before turning his focus on the main problem here. "Commander Hill," he names the problem.

"Superman," Hill names him back. "Interesting outfit," she comments.

"You caught me on a casual Sunday," he quips. "Now are we really going to do this the hard way or are you going to release Kevin there?" he wonders.

"Screw the niceties!" Live Wire growls in pure rage...and in response everything electrical starts to surge. She throws her arms out and electricity flows from numerous directions into her...charging her up...which is never a good thing.

As Clark had worked out from their numerous encounters the more 'juiced up' she is, the more unstable, mentally, she becomes...and considering she's clearly already nearly apoplectic with rage...he's not certain she won't kill someone here.

In a flash of blinding light she transforms into her electrical form and begins bouncing around the room, shifting angles and directions randomly, pieces of equipment explode, scorch marks burn into the ceiling, walls and floor, the guards are stunned and fall to the ground. Finally arcs of electrical energy surround Commander Hill, bolts hit her, not enough to knock her out but enough to hurt and knock her weapon from her hand.

Live Wire reappears in another flash and drive a punch into the SHIELD Assistant Director's face, electricity covering her hand, giving her punch a literal additional force and shock. Her face is full of murderous rage. She grabs the brown haired woman round the throat, squeezing. "You're dead. You and that bastard," she promises.

Superman zips across the space and grabs Live Wire around the wrist. "Leslie, stop," he commands.

"No!" she screams, on the edge of losing it completely. "It was her! It was all her! She used me to get to you!"

Clark sighs. He's not remotely surprised really. "That's her sin. Not yours. Leslie...you are many things, most of them irritating and while you enjoy petty criminality as a past time, you are not a murderer."

"First time for everything," she sneers, sending a non-lethal but painful shock into Hill.

"Once you cross that line, Leslie, there is no coming back."

"You waste your time, Superman," Hill says, showing no fear nor pain...which is not really surprising when you remember she's just a robotic duplicate. "Ms Willis has all the tell-tale mental deficiencies of a sociopath. She narcissistic, deceitful, lacks any sense of remorse or shame and has no ability to learn from her previous experiences. She laughably still believes you might show her romantic interest...which I highly doubt you do considering."

"Considering what?" Superman asks, his gaze intense. Who the hell is she to know how he thinks, regardless of the fact she's accurate in her assumption. It isn't the point.

"Nature or nurture."

"What?" he asks, baffled by her answer.

"It's a question. Think on it," she advises because when her Creator arrives it will be a very important one.

"Oh you so have to die!" Live Wire proclaims.

"No," is Superman's instant, instinctual response to that. "Leslie, I know you're angry but I know where that anger leads, what it will turn you into you," he says, recalling his experience as War. Anger was one of the many dark emotions Apocalypse had yanked out of him to create the Horseman. It's, of course, the experience that still haunts him to this day. "Ask yourself this; is she really worth blackening your soul over?"

Live Wire stares at him, her face pinched tight with emotion before her gaze turns to her tormentor, the SHIELD Commander who used her. The memories of before, of being strapped down and her brain being drilled into flood back...and her anger surges and with a scream of rage comes a surge of power as electricity surges from her hands and pours into the older woman. It lasts several seconds before Live Wire stops and Hill drops to the ground. There is utter silence for several seconds before Live Wire breaks it. "She's not dead," the white-haired mutant mutters. "Though part of me wishes she was," she tags on.

Superman places his hand on her shoulder. He's never been that fond of her but the fact she stopped herself is something to be proud of. "You did the right thing," he assures her.

"Did I?" she asks, looking at him. "Your memory is back, isn't it," she states it as a fact.

Superman nods. "Girlfriend?" he queries, bemused.

Live Wire's lips curl upward. "Well, you can't blame a girl for trying," she shrugs.

"Sure I can," the alien teen contradicts her. "But that is a discussion for somewhere else," he points out as he turns his focus to the last 2 people standing in the room; Kevin and his father. Dr Grady look like he is about to crap his pants...and if the smell tickling Clark's nostrils is any indication he may have already. "Kevin?" Superman inquires. "You done here?"

Kevin takes one moment to think on it. "Yeah. I'm done," he states with finality.

"Kevin," Dr Grady begins.

"Don't Kevin me!" the young man roars. "I said it. I'm done. We're done. There is no excuse for what you did to me, what you did to her," he points at Live Wire. "What you were about to do all over again!" he rages. "I want nothing to do with you any more. I don't want your excuses, your lies. No father would do what you did to me. No father! Therefore you aren't my father," he spits out furiously.

Dr Grady looks like he's been physically slapped at that.

"What does SHIELD have on you?" Superman asks the pertinent question of the older Grady.

"Enough," comes the whispered reply.

"Reinforcements will be here soon. We need to leave," Superman tells them, not having the time to deal with this family drama. He's got enough dramas of his own to deal with.

"Yeah," Live Wire agrees. "But before we do I gotta do just one thing," she says as she strides up to what's left of the memory altering device. She summons up her power and strikes at it, the electrical energy overloading it. A ripple of small explosions erupt until it is a blown out wreck.

"Feeling better?" Superman asks her.

She smiles. "Yep. Though you know the one thing even better would be you and me..."

"Ok, we're done," Superman cuts her off, having a horrible feeling he knew where that sentence was heading and in a blur he picks up her and Kevin and they vanish, leaving behind Dr Grady standing amongst the wreckage of his work...and his family.

* * *

 _Author's Note: Yay, Superman to the rescue! Clark's memories are back, he saved the day so alls good. Now comes the fallout, especially him and Jean...and Live Wire too to some extent which is all coming up. And remember that question; nature or nurture. It's gonna be important. Thanks to everyone who wrote reviews. Next up; Blank part 7_


	26. Chapter 26

Chapter 26

 **At the Institute...**

The next day finds the Institute with a permanent new student in the shape of Kevin Grady. Honestly, he just had nowhere else to go. There was already a bet running over what his codename would be. Why Chloe is dating Bobby(who is always behind stuff like this) Clark could never tell ya but he seems to make her happy which is the important part he guesses.

As for Clark himself, he was fine. All neurons firing normally. All memories restored. Though seriously how often can one guy get his memory erased or altered? It's already more times than Clark cares to count.

The question he has been trying to answer...well to be truthful he has many questions. SHIELD's involvement in this whole thing being a major one but on the more personal level is him questioning what happened when he had amnesia. He's been getting a load of strange looks...and Jean is seemingly avoiding him. He's going to have to talk to her about…

His thought is interrupted by an electrical socket shorting out.

He sighs. Here they go. Just when he was wanting some peace and quiet in his room to think over things. "Come on out Leslie," he tells her.

And out she comes, her hair still long and white.

"It's not like you to beat around the bush," Clark points out, prompting her to get on with it. Frankly he wants this sorted out once and for all as well. He's tired of fending off her advances.

"No. It's not," she agrees with his statement. "Soooo...you mad at me?" she wonders.

Clark blows out a breath. "No. Anger takes too much energy. Besides, you were right yesterday, what else could I expect of you?" he says, though with what sounds like a tinge of disappointment, almost as if he did expect better somehow.

Leslie wrings her hands together as if she is uncomfortable. Weird. "I guess I should say thanks. You know, for coming to my rescue."

Clark looks at her in complete astonishment at the act of gratitude. His mouth even hangs open slightly.

"What?" she asks at his expression. "I can be nice," she says defensively.

"The end times are here," is what comes out of Clark's mouth. That's his only explanation for this.

Leslie's eyebrows rise and she punches him on the arm. "I can be nice," she insists. "Come share my bed sometime and I'll show you."

"You never give up do you."

"Normally, no," Leslie says. "In this case, yeah."

Clark's eyebrows draw together. This is unexpected.

"I'm leaving," she tells him.

"Leslie, you don't have to do that just because..."

"It's not because of you," she cuts across him. "Well, ok it partially is," she amends. She blows out a breath. "Look, I agreed to stay here to try only until I could find out what happened to me. I know now. I remember...more or less."

"Leslie, you're safer here than out there by yourself. I know how dangerous SHIELD is if they are still after you," Clark argues with her. Just because she continually works his last nerve doesn't mean he wants anything bad to happen to her.

Leslie shakes her head. "Boyscout," she mutters, slightly disparagingly.

"Hardly," Clark scoffs at that. Way too much has happened to him to be called that any more.

"Thanks for the concern but frankly staying here and watching you and Grey swap spit is just not on my 'To Do' list."

"Me and Jean do what?!" he exclaims.

Leslie just looks at him. He can't be that...ok, yes he can. "Oh come on, Clark," she pleads with him. "It's clear as day something is going on between you and the red-headed Mary Sue even if you're completely oblivious to it yourself."

"Mary Sue?" he questions.

Leslie makes a list, raising a finger each time as she goes. "She's gorgeous, smart, athletic and is one of the most powerful mutants on the planet and that's just off the top of my head. Someone so needs to nerf her."

Clark rubs the back of his neck, shocked that for a brief moment he finds that he can see her point. "Still..." he begins, wishing to change topics, "that doesn't mean you have to leave," he continues to argue with her.

Leslie smiles briefly. Finally, he shows an interest in her. "Yeah, it does. All this goodie, goodie hero stuff is not me. I don't like rules except the ones I make for myself. Sooner or later we both know I wouldn't be able to stick to them."

"I don't know that. You don't know that. You've managed so far."

"Barely. I feel...constrained, chaffing for a release. No, I have to go," she states her desire.

"Go where? Do what?"

"Somewhere. I managed before you brought me here. I'll survive."

"I'm not doubting that but..."

Leslie puts her finger to his lips. "Clark. Stop," she tells him. She chuckles and shakes her head. "You really are a nice guy but just stop trying to fix everything. People have to lead their own lives and make their own choices. Let me make mine."

Clark's brow furrows. Is he trying to fix everything? Now she has him thinking. Dear God, it truly is the end times if she's making sense.

Leslie takes her finger away. "So, this is goodbye," she tells him before turning to leave. She stops. "Screw it," she mutters under her breath as she turns back round, grabs Clark by his shirt and yanks his lips atop of hers for a long, protracted kiss. "Damn," she whispers, slightly breathless once it's over at just how good it felt to do that. "It would have been great you know," she thinks about him and her together.

In this case, beyond being completely befuddled, Clark just think perhaps it better he doesn't reply to that.

Leslie sighs. "See ya around, Clarkie. Just remember though that next time we meet I maybe back to being your femme fatale," she smirks, gives him a cheeky wink before transforming into electricity and vanishing back into the power socket.

Clark runs his hand through his hair. Ok...that was something. What was most disturbing about it is that, before, when Leslie managed to snatch a kiss off him he felt like gargling with bleach afterwards. This time...this time...dear god he thinks he may have actually enjoyed that just a little bit. Yep, definitely the end times.

* * *

At the end of the day Clark stands on the cliff edge, looking out to sea. What a strange couple of days. He's spent most of the day trying to process it all. Especially that conversation with Commander Hill. He doesn't know what it is but there is something bothering him about it. There was just something...off about it.

That's the best description he can come up with right now. Like several things lately involving SHIELD there are little bits and pieces that aren't quite adding up.

Then he can't help but think a little about Leslie. She was gone now to wherever she was going yet part of him regrets it. When they first met her he so wanted to help her in a way he never could help the people in Smallville altered by the meteor fragments and no matter how irritating she was he still wished to help her.

After all these weeks he has lived with her...yes she was still annoying but she was far from pure evil or anything. Unstable, impulsive, a bit of a faulty moral compass, sure, she was all that but there was a half-decent person under it all. She showed that today.

On the other hand he could never give her what she desired from him and perhaps that was it for her. Staying here and knowing he wouldn't look at her like she wanted...or maybe that's just his ego giving himself too much credit.

She's gone from here but he knows, somehow, the story of Superman and Live Wire is far from done. They'll meet again one day.

"Clark?"

He had known she was coming, long before she spoke. He turns to greet her. "Hey Jean."

The redhead pulls her jacket tight around herself, shivering in the cool air. "How can you stand it?"

Clark smiles slightly. "Don't feel the cold. Invulnerable, remember?"

Jean nods.

"So what brings you out here in the cold?" he asks her.

Jean bites her lower lip. All day she's been wondering how to do this. All day she's been wondering how to deal with this. How to deal with what happened when Clark had amnesia. She doesn't even know what he remembers now. Actually, that's a good place to start. "Clark, do you remember the last couple of days?"

Clark blinks a few times. "Why? Did I do something to upset you? I'm sorry if I did."

"Upset? No, I'm not upset. I'm...confused," she confesses.

"You're not the only one," Clark says in reply. "Jean...my obfuscation has clearly annoyed you in the past and led to the regrettable deterioration of our friendship so perhaps I can offer the advice of not following my example and just say what is on your mind."

Clark's right. Jean needs to 'man-up'...ugh, that is so an out-of-date slightly sexist saying. "Ok. You...kissed me."

Clark's expression is blank. He shows no immediate reaction..until his hand rises to rub the back of his neck. "You know, part of me was considering claiming I didn't remember anything. Thought it might be easier."

"But you do remember, don't you," Jean figures, looking at him closely.

Clark sighs and shoves his hands in his red jacket pockets. "Yeah. I remember everything," he confesses, looking straight into the telepath's green eyes.

Jean has always found Clark's uniquely blue eyes fascinating, the way they can just seem to look right into you...well ok he can literally but she means more in a metaphysical sense. She finds heat rising up in her cheeks. "Why did you kiss me?" she wants to know.

"Hopefully you'll never endure this but when you have no memory all you have to go on are feelings and instincts. I kissed you because I wanted to. It felt right."

"Clark...you and I...us...there's never been more than friendship," she points out, stumbling over her words slightly...though even as she says the words she knows that's not entirely true. Just before Apocalypse people kept saying that there was something going on between her and Clark. She denied it...but, perhaps, that was in her anger at him. When she was calmer, at home with her sister, she did all but admit she had been starting to feel something. However, she couldn't see how to progress it anywhere as long as Clark remained this unreadable wall who refused to open up.

"On some level, clearly, I feel like there is," Clark points out. He could have said nothing about this but he just can't bring himself to lie to her. His amnesia has opened his eyes to the fact he is feeling something but where to take it...well he guesses that is what they're about to discover.

Jean looks at him intently.

"I don't expect anything of you Jean," he makes clear. "There's too much baggage that comes with me which I know irritates you."

"Why do you do that?"

"Do what?"

"Make it that you, alone, have to carry the world on your shoulders."

"Jean, why am I not part of the team?" he asks before answering his own question. "Because this is how I protect you. I love you guys. I would have been perfectly happy being some anonymous team member but that's not an option. At least not now I put myself out there to be shot at."

"You're right. You are an incredibly irritating, frustrating man," Jean says, sounding irritated and frustrated at him.

"There we go then."

Jean telekinetically punches his shoulder...hard.

"Hey!" Clark protests. "What was that for?" he grumbles as he rubs the spot.

"Because only a complete idiot thinks he has to carry all that alone. A person with half a brain knows that a burden shared is a burden halved."

"Well I'm not actually a person, technically. I'm an alien, remember."

"What I remember is that after you told us that you were so happy...and light. Freed of the burden of keeping this great secret buried deep inside you. That was the you I've seen this last couple of days. The cute, adorkable farmboy."

"Adorkable? Really? And cute?"

"Yes. You think you're the only one who's been feeling...having feelings...more than friendship feelings, do you?"

"Oh," Clark says, his mouth forming a perfect 'O'.

"Yes. Oh," Jean confirms.

"Jean...have you seen my track record with girls?"

"Maybe you just haven't found the right girl."

"Or maybe...Jean it's not safe being around me," Clark warns her.

"I'm a mutant Clark. I'm never really safe."

"You're not being hunted down by the government. I am...and..."

Jean's eyes narrow slightly at the way he started and then stopped. "And what?"

"And nothing," Clark lies...badly in this case.

"Clark, you want our friendship to be better then I suggest you try speaking the truth," Jean tells him bluntly, taking none of his nonsense, folding her arms across her chest.

Clark feels...caught. Caught between his wish not to burden anyone else and these newly realised feelings he has for the beautiful redhead in front of him. What he chooses here may well determine which direction their relationship heads. He makes his choice. "When Madelyne abducted you I didn't realise because I wasn't here."

Jean nods a little. "You told me. SHIELD had been chasing you."

"What I didn't say was that I was away that long because I was recovering."

"Recovering?" Jean queries, not sure what he means.

"SHIELD's latest upgrades includes weapons that can hurt me."

Jean's eyes widen in surprise. "B-but how?" she asks because that was almost impossible with his virtual invulnerability.

"Extraterrestrial intervention."

"Huh?"

"I had a chance to analyse the weapons they used. They were made of non-terrestrial alloys and technology that is beyond human science. Someone...not human is supplying them."

"Who?"

"That is the question. I have Andrea aiding me into looking into it since it's Lex who is SHIELD's supplier."

"I really want to say I'm surprised but..."

"But Lex has a talent for being in the middle of these things?"

"Lets go with that but why are you keeping it secret? We...the X-Men could help."

"And get you involved in the very thing my revealing myself to Congress was suppose to avoid?" he asks wryly. "Besides it's not the 1st time I've ran into something extraterrestrial."

"It's not?"

"Long story involving me, Bart and Victor."

"You think it's related?"

"Possibly. It's one of many possibilities I'm ruminating over. There's someone...or some thing operating behind the scenes, pushing whatever agenda they have is what I'm starting to believe. It's also one of the things I want to protect you from. There's also Brainiac. He's been worryingly quiet lately and I've found no trace of him."

"Clark, all you're proving is just how this is too much to carry alone, even for a Superman...but you know what; all that is an aside for the moment. What it boils down to is that spending time around you these last couple of days, spending time with that goofy farmboy has stirred something inside me. A desire to get past those layers you put on and get to know who you really are inside."

"You said it Jean. I'm a goofy farmboy," he says with a lopsided grin...that dopey one that really is adorkable.

"But you never show it. You use to but now you hide it away. Ever since..." she tries to think back to when it started.

Clark answers for her. "Apocalypse."

"Yes," she says softly, sympathetically. "I know I can never understand fully what he did to you but I do think I can help you rediscover your inner farmboy that I saw is still there...and if you'll let me do that than maybe we can discover whenever there really is something... _more_ between us."

"Jean...I don't want to hurt you," he says, his voice full of deep emotion.

"Fear hurting me...or getting hurt again yourself?" Jean wonders what the truth is.

"Both. They're not mutually exclusive."

Jean steps forward, raising her right hand and placing it flat against Clark's chest, over his heart and she can feel it beating slow and steady underneath her palm. "This part of you is as vulnerable as everyone else's isn't it," she reasons as she looks up at him, his expression unusually open and vulnerable for him.

"Jean..I'm not who I use to be," he says, his voice slightly hoarse. "Apocalypse...tainted me."

And that is the crux of it, Jean reckons. "He really hurt you didn't he," she says, her voice full of sympathy.

"He took everything important inside me, everything I believe in and twisted it until it meant the opposite and called it War."

"He may have twisted it but he never took it away. He never could. Everything you have done since proves it."

"Everything I have done since is just an attempt to convince myself that he didn't win."

"He didn't," Jean states and sees doubt reflected back in Clark's eyes. "And I'm going to find a way to make you believe that," she promises.

"Don't I get a say in that?"

Jean's lips quirk upward in a slightly mischievous manner. "Nope."

Clark looks slightly exasperated.

Jean is amused by his look. Clark may be infuriating at times but Jean has begun to realise her approach to him before was a mistake. She allowed her anger to guide her but as she said he's hurt. He doesn't need her anger. He needs her understanding, her compassion and most of all her patience. He needs to know she's here for him and won't hurt him...and maybe then he truly will open up. All she can say for certain is that she wants to at least try. May come to nothing but she has to, at least, try to explore these new, deeper feelings that are beginning to stir. Of course she also needs to not take his crap and call him out when necessary...or more accurately to know when to take the initiative...like right now. "Friday. 7 o'clock."

"What?" Clark asks, confused at that sudden announcement.

"Well I have college all week so Friday's the 1st free night I have."

"Free...night?" he asks, still lost.

"You stole a kiss from me. Those aren't free. I want a date, Mister," she pokes him in the chest.

Clark blinks. "You have a one date, one kiss policy?"

Jean nods as if it's the most natural policy ever to exist.

"Did you just ask me out?" Clark asks her to confirm, in some disbelief at this situation.

"No. You kissed me and now owe me a date. It's completely different," Jean claims.

"I had amnesia."

Jean snorts. "That's the lamest excuse I've ever heard for trying to avoid a date..."

"Whoa," Clark stops her. "I'm not avoiding anything."

"Good. Then Friday, 7 o'clock. Don't be late...unless of course you don't think I'm dating material."

"Don't be ridiculous Jean. You're like one of the hottest girls I know."

"Well that's always nice to hear."

"Then again looking around this place I'm starting to think the x-gene has more to do than with just mutant powers. It's like a hotness gene or something."

Jean rolls her eyes. "That's the stupidest thing I've ever heard," she claims.

"Is it?" Clark asks, looking annoyingly smug, folding his arms across his chest.

"Yes! Just look at Kurt!"

"I was talking about Kurt."

"Don't let Amanda hear you speak like that. She's protective."

"Well...maybe after my poor track record so far I should be more...flexible in the type of relationships I pursue."

"The only relationship you're pursuing is with me."

"Well, ok then, if you insist. I'm sure you're plenty _flexible."_

Jean's green eyes narrow as she cottons onto him. "Ooh...you..."

Clark chuckles and then sweeps her into his arms and acts on those feelings of his again and kisses her. Jean moans as she melts into Clark's large warm frame, allowing the kiss to deepen and their tongues to meet. After awhile their lips part.

"You're beautiful when you're annoyed, do you know that?" Clark whispers to her.

Jean's gaze softens. "That's 2 kisses you've stolen now," she points out.

"So...I owe you 2 dates then?"

"Yep."

"Better make it three," Clark says as she cups her cheek, drawing her in again.

"Three sounds better," Jean agrees as she too acts on her feelings and their lips meet once again. She really doesn't know what they've started here. All she does know is that she really wants to find out...but later as right now there is something else she needs to do. She pulls back. "Come on. We need to get back. Everyone's waiting," she tells him.

"For my so-called 'surprise' birthday party," Clark assumes. Yep, it is his birthday today. "You know you can't really surprise me," he points out. He knew it was coming.

Jean's eyes light up. "Ooh, sounds like a challenge," she says in delighted tones.

"I'm going to regret saying that aren't I," he realises.

"Probably," Jean says with a huge grin. "Come on," she insists, holding her hand out. "Your friends and family are waiting...and you can finish telling me that time travel story," she requests about the story he never finished a couple of days ago.

"Ok," Clark says as he takes Jean's smaller hand into his own and squeezes it gently "Just to be clear, so as not to sound shallow, I like you for way more than just the fact you're drop dead gorgeous."

Jean smiles, her green eyes alight and bright with interest. "And what would those be?" she asks him.

"Weelll," he draws the word out, "I think I should save those until we actually date. After all I could be wrong. It's been known to happen," he says with a mischievous grin.

Jean eyes him carefully but smiling all the while. This...this fun, impish side of Clark. That's what she wants to see more of and a lot less of the secretive, brooding side...so this is in fact a good start...but it's exactly that; a start as the two walk back towards the mansion hand in hand, taking the first steps into whatever it is that is developing between them. Both of them smiling at each other, sharing little glances as the first rush of new emotions begins.

Though on an aside and for his own health Clark is never mentioning to her what he saw with his x-ray vision. He will, however, be secretly treasuring that memory for a long time to come. What? He's still a teenage boy for 12 more months.

Both are so wrapped up in each other neither notice the red shades wearing young man watching them from afar and that man's expression is far from a happy one.

* * *

 _Author's Note: I do have lots of complaints about this episode from the show as it was used as another excuse for Clark and Lana to try and start over with him promising it would be different. It wasn't. It was, in fact, all the same. He still lied and lied and lied to her all over again while Chloe, who he instinctively trusts in the episode gets shafted, again. And seriously how can he not realise that he probably used his powers at some point. How the heck did he think he managed to get to Kevin to save the guy in the episode? Surely it must have occurred to him from Chloe's words that he did something. It's just stupid but all hail at the alter of Clark and Lana I guess. Anyway enough of my rant. So Kevin will be staying at the mansion. Now all he needs is a catchy memory-related codename. I'm open to suggestions. Time for Leslie to go and return to being Clark's nemesis...sorta. At least back to being an antagonist for him, though an extremely flirty one who so totally would if Clark would give her the chance. You know right now I think Jean would be good for Clark. By her nature she is a warm, compassionate and understanding person and right now Clark needs that to help his wounds from Apocalypse finally heal. Thanks to everyone who wrote reviews. Next up; Clark and Jean are now dating; how's that going?_


	27. Chapter 27

_Author's Note: Sorry I've been away for so long without an update. Work is killing me at the moment and eating into my free time. I hope to at least get this arc finished without too much interruption but I can't promise more than that I'm afraid. Now on with the show..._

* * *

Chapter 27

 **New York...**

"Offside! It was offside! Hey ref, get your eyes checked!"

It's a fairly typical complaint against a soccer referee when making a close decision over whether an attacking player was ahead of the last defender.

"What?! Oh come on! That wasn't a penalty! He dived! If it was any more theatrical he'd be in a play on Broadway!"

That is a fairly scathing comment when the opposition is given a penalty. What may surprise some people is that this is all coming from the usually sweet and mild-mannered Jean Grey who was her on her feet, articulating her opinion quite clearly, her hands making gestures bordering on the rude.

For their latest date Clark had figured she would like to go to a soccer match. Remember she use to play it in school...and was really rather good at it. Then again Jean is a bit of an over-achiever and was good at lots of things.

What Clark never expected is just how worked up she gets. How passionate she gets. He's thinks this is a side of her he's never seen before. Goes to show that even when you live under the same roof as someone for over 2 years there is always new aspects to them to learn about.

Jean remains on her feet...right up until the penalty is scored. She slumps downward, scowl marring her otherwise lovely features. An arm wraps around her and she leans into her boyfriend's warmth.

A smile touches her lips when she replays that word; boyfriend.

It had been a couple of weeks now since she and Clark started dating...and yes, they'd been subjected to all the teasing from their friends. Not to mention Claire giving Jean the overprotective sister routine. And then there were the exes for both of them.

Scott...had been awfully grumpy and rude actually and it had taken Jean a few days to recall that this was just the way he use to act when she dated Duncan. In other words he did not approve. Jean couldn't figure out why. Scott knows Clark. Knows that Clark is a good guy who never intentionally hurts anyone. It's almost as if...as if he's jealous but how can he be? Jean had never given any indication she wanted to get back together with him...and she didn't. She was dating Clark now. End of discussion.

Rogue, actually, wasn't too bad. Just her usual southern sass...which come to think of it is her new normal. She use to be more closed off. It's not a complaint. It's good to see this Rogue. The one who will happily join in on the teasing.

Illyana...yikes. Jean cannot begin to fathom the girl out. When the Russian girl heard about Clark and Jean all they got was a blank stare. It was so creepy...but Jean recalls it was Illyana that broke up with Clark. Illyana who bruised his heart...and whenever he did mention it, it was clear it had hurt him. Perhaps another piece of the puzzle as to why he wears those masks. Jean was determined not to be another one who did that. She would be the one who healed his heart, not break it...and then when he fully trusts her they can...whoa, way too early to be thinking of _that._

It's only been a couple of weeks...and between their busy lives that doesn't amount to a lot of free time. This was only their 3rd official date if you don't include time chatting over the phone.

They were very nice dates and Jean found she and Clark could easily find stuff to talk about. He wasn't intimidated by her intelligence. Than again he was very smart too. It allowed them to talk about her studies. It was Jean's desire to follow the Professor's path. Be a Doctor, specifically a geneticist but be a Doctor. To help people. Mutants and their cause, of course. Some mutations could be very severe. Those people did not deserve to suffer. And then there's the disease the meteor mutants suffer from. The cellular degradation. They didn't deserve that twist of fate.

She had babbled all this to Clark when he asked her what she wanted to do with her life...and he laughed. Jean had frowned and wondered what was so funny. He replied, with that adorable lop-sided grin of his that makes you want to kiss him stupid, that he found it ironic she accused him of carrying the world on his shoulders when she practically wanted to do the same.

Until he said it Jean never realised how true it was. She said it seemed like they had something in common and she said it with a smile because she liked the idea that they possessed similarities. It gave them something to base their relationship on. She snuggles in deeper as she watches the soccer game, hoping her team can turn it around...but even if they can't she would still have had a nice time here with Clark. He really picked a good idea for this date. She loves soccer.

Clark peers down at red hair now firmly snuggled into him and smiles. Truth is he hates being alone and loneliness is an emotion he feels more than most, being that he is the last of his kind and all.

So another truth is for that reason, amongst others, he cannot turn down the opportunity to be close to someone in that special way. He just hopes that Jean isn't another name that will be added to the list of his failed relationships. She deserves better than that. Perhaps better than him...tainted as he is.

And yet another truth; there was a lot less aggravation between them. Whenever he did mention Apocalypse or Limbo, which wasn't often, there was just a look of deep sympathy from her. Whether that'll last if he ever tells her the whole truth...he isn't ready to do that. It's way too soon for that.

This is just the start of them moving from friendship to something more...which in case of Jean Grey may not be that hard. Her warm and loving nature does make her very easy to love...though she does have that other well-known redhead characteristic of having a fiery temper when you push her too far. As Clark has said to her before; never ever get on her bad side. He feels so sorry for the referee if he should ever bump into her.

Then again by the time the 2nd half is over Jean's mood is much brighter as the home team turns around the game and win 2-1.

As she and Clark exit the stadium she's beaming. Exit hand in hand. It seems to be a thing for them.

As they walk Clark raises a question that occurs to him. "So why didn't you get scouted for a soccer team?"

"Hmm, what?" Jean asks him, only half hearing his question.

"I may not be the biggest soccer fan but I saw you play enough for Bayville High to know you had real talent Jean," he tells her.

Jean's cheek glow rosy at the compliment. "Thanks."

Clark shrugs. "It's the truth but seriously, were there no scouts trying to get you?"

"None I knew of," Jean answers. "And even if there had been..." she sighs sadly. "Remember how Kelly took all my trophies away?"

"Yeah. What an ass," Clark mutters the insult.

Jean smiles. Usually she's a really nice person but when it comes to Robert Kelly she agrees with Clark. What an ass.

"It was completely ridiculous. You would never cheat," Clark says in her defence.

"Thanks...but who'd hire a mutant?" she asks the pertinent question. "And even if someone did there would always be questions whether I was subtly using my powers. Mine aren't flashy like yours. I can use them and no-one would know I was doing so."

"Flashy? How are my powers flashy?" Clark asks, confused.

"You shoot fire from your eyes, Clark," Jean drawls the obvious.

Clark wouldn't call it flashy. More like terrifying that he can do that. "Still, my point stands. I think you could have made it as a professional player."

"You really think so?"

"Of course," he answers without hesitation.

Jean stands on her tip-toes and kisses his cheek gratefully. "Even though being a Doctor is my dream that is still a very nice thing to say."

"I'm your boyfriend. It's my job."

Jean rolls her eyes. "Jerk."

"Say what?"

"Complimenting me is your job? Way to make it sound like a chore Clark."

"That's not remotely what I meant," he claims in his own defence.

"It should be a privilege. I mean I didn't know dating me was such an effort."

"It's not!" he insists, half-panicking. How does he manage to piss off every women in his life?

"Oh, the burdens you must endure," Jean says, going completely over the top theatrical.

It's the smirk though that really tips off Clark. "You are evil," he declares her. "

Jean snorts with laughter.

"Finished?" Clark queries.

"You know it's your reaction that just encourages me to do it. You're just so easy," Jean laughs.

Clark shakes his head but in a fond manner. "Everyone's got it wrong between you and Madelyne. Clearly, you're the evil twin."

"Nah," Jean denies it. "Like I said, you're just easy, Clark," she repeats her accusation.

"Interesting comment considering one of your irks with me is that I'm suppose to be impossible to read."

"In some regards that's true. You don't exactly share Clark but in ways to rile you up; you're all too easy to read."

"This is what I get for dating one of Rogue's best friends isn't it? I shudder to think what she told you," he laments, though in a joky manner.

"I could say the same about Scott and you," Jean points out.

"Except Scott is as closed off as I apparently am according to you. Now what does that say about your taste in men?"

"About the same as your taste in women?" she retorts. "Besides you're forgetting AC," she reminds him.

Ooh, AC. Another of Clark's secrets because Jean doesn't know to this day that AC is an Atlantean, though as Clark remembers she is smart enough to suspect there was more going on then she was being told. In this case it is not his secret to tell, assuming AC ever returns. Clark shoves his hands in his pocket. "Yeah, what about if he returns?" he asks, now she's raised the guy.

"Jealous?"

Clark chooses not to say anything.

Jean smiles and wraps her arms around Clark's solid bicep. "If he ever comes back I'd tell him I'm dating you," she assures the alien teen.

"As simple as that?"

"As simple as that," Jean confirms. "Look, I enjoyed his company but I'm not going to wait around and pine when I don't know if I'll ever see him again. I have my life to lead," she explains the facts as she sees them.

Clark places his hand atop of hers. "I'm glad you're leading your life with me," he says genuinely.

"Well, of course **you're** glad you have me," Jean says with false boasting. "Me on the other hand..." she drawls with a fake pained sigh.

Clark rolls his eyes as the smirk he knows is coming starts to form on her rosy lips. "I was trying to be nice but if you want me to list your flaws..." he leaves it hanging.

"What flaws?" Jean asks, knowing somewhere in the back of her mind she shouldn't ask it but feels she has to be.

"Oh no, no, no," Clark refuses, shaking his head. "Said too much already. Besides I'm trying to improve my dating track record here and not antagonise the woman I'm seeing."

"Oh go on," Jean presses. "I won't get mad. Promise."

"Really promise?"

"Of course."

"Weeelll," he drags the word out unnecessarily long. "If you insist," he pretends to relent...as if he was not going to take the chance to needle her. What can he say? It's his gift to piss off literally every woman he knows. "I could mention the bossiness but Jubilee covers that one on a regular basis."

Jean frowns. She's not bossy. Is she?

"But lets go with that everyone knows the baking skills of jock-girl are like the 2nd worst, after Kitty."

"Jock-girl?!" Jean focusses on.

"Soccer team, Basketball team, Athletics team," he lists, raising a finger each time. "You were on all of those, remember," he points out why Jean could be seen to be a jock. She was very sporty at school.

"Yeah...but-but I was never a jock," she says in her own defence.

"Well it is true you're a hell of smarter than most jocks. Cuter too. Though neither excuses the folly that was dating Duncan Matthews."

"Yeah, thanks for reminding me of that," Jean drawls sarcastically. God, she's never living Duncan down is she?

"Why did you date him?" Clark asks, now they're on the topic.

"Um..." Jean hesitates.

"No. Forget it," Clark says. "You don't have to answer that. We've not been dating long enough you have to share stuff like that," he rows back, thinking he's been too inquisitive here. Her hesitation is a sign he might be pushing his luck.

"No. It's ok," Jean assures him. "We're together now. Sooner or later we will have to share stuff like this," she believes...and if she shares with him, maybe he will see it is ok to share with her. The one thing she thinks could derail their blossoming relationship; Clark's tendency to bury his feelings deep down, behind this wall Jean sincerely hopes isn't as impenetrable as it seems at times. She brushes her hair back with her hand. "It's really kinda embarrassing," she starts off. "And shallow."

"But you're not a shallow person," Clark argues.

"Thanks...but in this case it really is. Duncan was the football Captain...and honestly that's it. It was about being with the popular crowd. It was about..."

"Fitting in, like you were normal," Clark finishes.

"Yeah. Pretty much," Jean admits, a little ashamed of herself. "I just...wanted to do all the normal teenage stuff. Go to parties, have friends, you know?

"I do," Clark says. "I wanted that more than anything once upon a time. It's perfectly normal Jean. No-one likes to be so different that all you can be is lonely. Trouble is I am the one that is so different from anyone else."

"You're not alone," she assures him.

"But I'm not human nor mutant. I'm the last of my kind."

Jean stops their wandering along by throwing her arms around Clark's large frame and giving him a hug.

Clark happily sinks into her arms.

"You're not alone," she repeats softly. Clark needs this sort of comfort, not confrontation. That is her feeling. He needs support to help heal his aching wounds. That is what she is trying to convey through the simple act of a hug. What she is not trying to do is react to the very warm, very solid mass that is Clark Kent...though now that they're dating she can't really be blamed that her body is beginning to physically react to Clark's presence can she. After all she's seen most of what is under his clothes and knows that Clark competes with Greek Gods for how his body looks.

"I know. Thank you," Clark replies, quietly spoken, trying very hard to appreciate the sentiment and not the very soft curves of the gorgeous redhead. He had been slowly noticing the last couple of weeks the physical reactions...which isn't hard in Jean's case. He has the crystal clear memory of her in a very revealing swimsuit. If Jean every took up modelling she'd have people breaking down her door to sign her up. There's also the thing...with the x-ray vision...which the ingrained farmboy in him is trying to forget because...well it's just not right to look at people through their clothes is it. No matter how insanely hot the person might be.

The two break apart, both looking a little shy and both having coloured cheeks. They resume their walk.

"You don't need to walk me home you know," Jean points out because they were heading back to the dorms at ESU.

"Sure I do. How can I maintain my reputation as an old-fashioned farmboy if I don't walk my girlfriend home to her door?" he asks with just the dorkiest grin on his face.

Jean playfully shoves him. "Dork," she says fondly.

"Well it's better than the 'idiot' Yana use to call me. Might even call it an improvement."

"The term...or the woman?" Jean asks...and grins wickedly at the bind she just caught Clark in. The look on his face is hilarious.

Clark almost chokes. "I...err...um...I really don't compare. You know everyone is so unique and special you can't make comparisons."

"That...is a very good answer," Jean admits. It's also a very charming answer. Jean may just have rethink her one date, one kiss policy because that alone, almost deserves a kiss. Almost. Maybe she could make an amendment to her policy...oh what the hell. She can just admit she likes kissing Clark, very much...so she does. "Keep giving good answers like that and I may just have to give you further _rewards,"_ she says, her voice deeply sensual.

Oh boy, would Clark ever so much like more of her _rewards_.

The two resume their walk towards ESU, hand in hand until they get right to the door of the room Jean shares with Taryn where she and Clark can say their goodbyes...which ends up with Jean pressed against her door, Clark's hands running rampant through her hair, tongues and lips battling for dominance, Jean's hands running up and down Clark's broad back, heat quickly rising up within her, both completely unaware of how this got so heated so fast.

"Good God Grey, get a damn room!"

Jean and Clark break apart, breathing hard, cheeks flushed with colour as walking by them is a rather snooty looking young woman with light brown skin and brown hair. Very, very pretty actually but her face was...well, snooty as if she is looking down her nose at the young couple.

"Darci," Jean greets the woman coolly.

The now named Darci puts her hands on her hips, trying to look superior which is clearly what she thinks she is. "Grey, if I wanted to watch a soft porno I would do so. I don't expect to see it outside my room!" she insinuates.

Jean's green eyes narrow while Clark look a little...uncomfortable because he...they weren't...it was nothing like that. Jean's narrowed eyes are a sign she's not going to take that. "Darci, how about my personal life is none of your damn business and if I want to kiss my boyfriend in public I will," she responds.

"Whatever," Darci dismisses it with a roll of her eyes. "You and your hick boyfriend are not worth my time."

"Hick boyfriend?!" Jean cries, her temper fraying more by the second. How dare she insult Clark!

Darci rolls her eyes again and moves toward the door next to Jean's and inserts her key. "Just try and keep it down will ya!" she commands as she walks in her door.

Clark goes beat red with embarrassment at what she is implying while Jean goes red with anger. In about 5 seconds Darci is about to learn that lesson Clark has made of a joke of many a time. Never, ever to get on the bad side of Jean Grey.

Or the stuck-up woman would learn that lesson except for…

BOOM!

The wall at the end of the corridor explodes. Around Clark time slows down as his superhuman reactions kick in as he watches the flying debris and works out the trajectories. He moves beyond human perception as he flicks the dangerous pieces away, changing their course before wrapping his body around Jean to shield her from the heat and shockwaves.

Time resumes its normal flow as Clark slows back down to human speed.

Jean finds Clark's large frame around her as her ears ring from the noise. "W-what was that?" she asks, here voice too loud due to the ringing in her ears.

That is a very good question. Clark's focus turns to the new hole in the side of the building. Beyond it, outside is what looks like...a pirate ship?

From said pirate ship, pirates swing in though the hole, five of them and land in the corridor.

"Make way for the Cap'n ye dogs!" one of them orders and they make a gap as said Captain appears.

"You have got to be kidding me," Clark mutters in disbelief.

Said Captain is a short man...with a porcelain doll's head.

It's _him_. He's back...again.

Clark utters the name with a little dread and a lot of annoyance. "Toyman."

* * *

 _Author's Note: Now that's a way to end a date. With Toyman making his annual appearance. The fun is just beginning. Thanks to everyone who wrote reviews. Next up; Toyman Returns in Obsession(an interpretation of the old Superman TAS episode)._


	28. Chapter 28

Chapter 28

Clark acts quickly where he pushes the door to Jean's apartment open and rushes her and himself inside before slamming the door shut.

"Clark, what?" Jean asks.

"It's Toyman," he says in reply as he shrugs his jacket off and pulls his glasses off.

Jean watches on as her boyfriend next rips the shirt he is wearing off, revealing that red S, printed on a t-shirt he's wearing underneath. "You were wearing that all the time?" she queries, uncertain how to feel about it.

Clark shrugs. "Can't wear the jacket all the time and there are always emergencies. Really need to find something better," he says, in a somewhat absent-minded tone.

Jean cocks her head, unable to resist admiring Clark's physique which, even in a simple t-shirt, is more than impressive.

"Right," Clark says as he heads for the window since he can't just emerge from the door without drawing suspicions. "I'll deal with Toyman. You stay here," he decides...which is just a monumental mistake he doesn't realise he's made.

Jean's eyebrows rise...not in a good way. In the really annoyed way. "Excuse..." is all she gets out before Clark is out through the window, leaving behind one fuming redhead.

"Bring me her!"

Jean's head shifts to the door at that order, from what she assumes, is Toyman. Bring him who? Despite her boyfriend's utterly ridiculous directive(and believe you her when this is over she's gonna give him a piece of her mind) the redhead has no intention in sitting by while innocent people are, apparently, about to be kidnapped.

She walks up to the door and looks through the peep-hole as the pirates march by her door to next door. To Darci's door which Jean can hear they promptly break down. Why are they after Darci? And where is Clark?

* * *

Clark was floating outside the hole in the wall. Floating above a full-sized replica pirate ship...on wheels. Seriously where does Toyman get stuff like this from? He puts his fingers in his mouth and whistles real loud to get the short man's attention.

"Yarrr! Superman!" Toyman drawls in a pirate accent as he stands at the hole in the wall, looking out at the floating alien.

"Been watching too many pirate movies lately, Schott?" Superman inquires as he takes in the short man, dressed as a pirate with a hat and eyepatch and what looks like a toy sword in hand. Knowing Toyman as he does Clark's betting is that it is more deadly than it appears.

"Avast ye, ye scurvy dog. Insult me at yer peril!" the diminutive toymaker warns.

Superman can already feel the headache Toyman regularly induces starting to form. "What are you up to this time, Winslow?" he just bluntly asks.

"T'is concerns you not hero. Cap'n Toyman is simply here to reclaim his lost treasure, yarrr!"

Superman is pretty sure his eye just twitched at that last 'yarr!'. Rao help him. "It does concern me when you start blowing holes in buildings and putting innocent people at risk," he counters. "I shouldn't even need to say that," he points out because it's just so damn obvious.

"So ye think to challenge me," Toyman poses, his sword pointing at the floating hero. "There can only be one Captain of the Seven Seas ye stinking bilge rat!" he tells the alien hero. "Ready the guns!" he orders his robotic pirates aboard the ship, waving his sword about...which they do. Aiming the old-fashioned looking cannons up at Superman.

Said Superman sighs in annoyance. "You can't hurt me, you know," he feels the needs to remind his mentally unbalanced opponent because clearly Schott has forgotten that.

Toyman seems to ignore him and shouts, "FIRE!"

It takes Superman fractions of a second to realise that only some of the cannons were actually aimed at him. The others were firing their projectiles in a high arc...right into the city. Swearing under his breath for taking Schott too lightly...or at least misjudging the mad genius he accelerates after the metal balls. He has to get every single one and make sure no-one is hurt.

Just as he manages that a second volley heads upward on a different trajectory...and Clark figures out what Toyman is doing. He's distracting him, keeping him busy and away from the student dorms until he finishes whatever it is he came to do in the 1st place. Realising this does not help Clark in the least. Stopping the cannonballs in his priority right now.

* * *

Jean's priority right now is to save Darci. Sure the girl is a stuck-up, snobby bitch. Reminds Jean of Frost actually and that's not a good comparison. Point is no matter what nerve Darci gets on Jean can't just standby and let the girl be abducted...or whatever is going on.

Jean opens her door to find it is that first option. One of the 5 pirates has Darci lumped over her shoulder as the girl kicks and screams, trying to get away. She moves to block their escape. "Put her down," she orders.

"Move or be moved. We have no wish to harm such a pretty maiden as yourself," one of the pirates warns her.

Jean's green eyes narrow, her body tenses, her mind becomes razor sharp as she prepares her powers for use. "You're not leaving with her," she states firmly.

The pirate carrying Darci looks at his one of his compatriots and nods in Jean's direction. He pulls out his cutlass and moves toward her. He swings...Jean raises her arm...and the sword is stopped inches from contact as if striking a shield...which it is. Only an invisible telekinetic one. With a thrust of her hand, it like she punches him hard in the solar plexus and she sends him tumbling back into his four friends.

On a normal person that would knock them down for some time. Of course since this is Toyman we're dealing with these are not people. They're toys...or robots. Whatever term you prefer so the pirate she struck recovers instantly.

"Get her!" the leader commands and the 4 move forward.

When she struck the pirate he dropped his cutlass. It pops up into Jean's hand at her will and in an instant she is moving with great fluidity in her movements, blocking one strike, sparks flying as cutlass meets cutlass. Must remember to thank Kurt for the fencing lessons.

As a 2nd pirate moves to strike her Jean's eyes narrow, her hand rises, her fingers spread out and...well to use an appropriate analogy it's like a telekinetic canon goes off as a ball of telekinetic energy leaves her hand and goes right into the chest of the robot which caves in on itself. The pirate collapses and twitches on the floor as Jean ignores the 1st stirrings of the headache forming from overusing her powers and concentrates on her sword skills.

Jean and the next pirate opponent circle round each other, cutlasses clashing, Jean ducking under the other 2 as they swing at her. Focussing her mind she hijacks one of their arms and it strikes his robotic colleague...who for a machine has a less than pleased looking expression. Just how sophisticated were these things?

Sophisticated enough that when it is hit by its colleague it takes offence. "Watch it ye clumsy bilge-rat!"

"What did you call me?!" it takes offence.

"Bilge-rat!"

"Arrrh! Ye dishonourable toad! Prepare to meet Davey Jones!"

The two then start to actually fight each other...which, hey, for Jean is a good thing. Allows her to concentrate on just the one. That one slices down from above. Jean raise her hand and blocks it mere moments away from hitting her. Her green eyes narrow as she flicks her wrist and the cutlass snaps in half.

Her foe looks at the broken weapon. "Arrrhh!" he crows...and that is really beginning to work Jean's last nerve. This constant 'arrrhhh-ing'. She was already ticked off at Clark's behaviour and this is just risking sending her over the edge.

"What kind of black magic is this?" Jean's foe wonders.

"The kind only a woman possesses," Jean retorts in slightly haughty tomes. "You know the phrase about women, hell and having no fury like?" she asks before she picks the pirate facsimile up off the ground and with a golden flash of her eyes she tears it apart. Perhaps a crueller act than one would normally expect of Jean Grey...but she's not in a good mood. And the pain radiating through her skull now is not helping that mood at all.

She turns back to the two who are fighting each other and throws them apart from each other, hard, hard enough to smash through the opposite walls of the hallway.

That just leaves the pirate who had Darci which Jean turns to face, her own face a mask of intensity. "Now," she addresses it. "Be a good pirate and put her down," she demands, raising her cutlass in readiness for one final showdown. "Otherwise I'll have ta send ye down ta Davey Jones' locker," she puts on a pirate-y accent. Hey, this was kinda fun actually.

"Brave words from a mere girl," the pirate retorts.

"Oh that is it," the partially abducted Darci declares, having had enough. "Grey I know we don't like each other but please, for the love of God, kick his sexist, misogynist ass. If this isn't proof enough why I left I don't know what is," she mutters.

Jean's brow furrows in confusion. What was that last line about?

Figure it out later. Rescue Darci's ungrateful ass first. She wonders where Clark's got to? All she knows is that Toyman seems very distracted by whatever is going on outside…

* * *

Flying around catching cannonballs is not a strategy that gets Superman anywhere, any time soon. Catching them and throwing them back where they came from however…

Luckily Clark can do the maths in his head in seconds. That and he can actually watch as the cannonballs fly along their trajectories.

What he needs to do is stop the fire from Toyman's ship long enough for him to get back there and put an end to this...and hopefully this time actually manage to capture the insane toymaker.

* * *

From Toyman's perspective it had all been going...fairly well. He hadn't quite anticipated Superman's appearance(although part of him thinks he probably should have) but he could adapt. His ship would keep the hero busy while his robotic creations would capture Darci for him.

He really hadn't been paying attention to what was going on behind him...and the sound of the cannons firing meant he didn't hear it either.

His focus, he believed, should have been on the alien hero who was the most trouble, having no idea that there a well-trained, powerful X-Man in the building.

Putting aside the fact she is seriously crimping his plans, his plans start to go awry anyway when cannonballs start to reign down from the sky, smashing into his ship. The masts begin to tumble down as wood splinters fly and the outgoing fire ceases.

"Nnnoooo!" Toyman wails. "Do you know how long it took me to build that?!" he rants.

"You are someone who has far too much free time, Winslow," Superman answers as he reappears, floating above the damaged vessel.

"You won't stop me, Superman! Even you can't stand in the path of true love!" Toyman declares.

Superman's brow furrows into a knot. What is the loon babbling about now? "Maybe I can't...but she sure can," he argues, pointing behind the crazed toymaker.

Toyman spins round to find the redhead standing amongst the ruins of his toys after Jean defeated the last one...and Darci standing behind her, glaring the mother of all death glares at him. "This is an outrage...a travesty. Never fear my sweetness we shall be together again!" he proclaims.

"I have no idea what you are talking about you mentally deficient dwarf!" Darci spits out angrily, with all her arrogant haughtiness present.

"You have nowhere to go Winslow," Superman states what seems to be true. Surely this time he has him.

"You should know Superman that is more than meets the eye when it comes to me. Oh hey that reminds me of a theme song!" he says merrily as he presses down on a button on his sword...which starts to play music.

" _Transformers! More than meets the eye! Transformers! Robots in disguise!"_

"No. Please don't tell me," Superman groans. Course he doesn't need to be told as the ship beneath him begins to transform into a humanoid shape. "Your ship is a Transformer?" he asks in exasperation.

"I was multi-tasking!" Toyman describes it as. "Now Superman prepare to meet the wrath of...of...oh darn I forgot to make up a name," he pouts. "Oh whatever. Transformer smash!" he orders.

Superman dodges as the ship turned robot tries to hit him with its oversized hand and his eyes turn electric blue as he figures out how Toyman made it. Seriously? Wood?! How does the puppet headed man expect to stop Clark with a wooden transformer?

In fact Clark can stop dodging. He can just float there and...SMASH!

The sound of a wooden hand shattering on his invulnerable body.

"Ooh...I don't think I thought this through," Toyman mutters. "Alas my beloved I am afraid our reunion must be postponed," he addresses what everyone is assuming is Darci in love-sick tones.

"You aren't going anywhere!" Jean tells him, moving to stop him. Two bouncy balls bounce their way to her feet and after a moment's delay horrendous sound screeches forth from them. Jean's head feels like it will explode as she covers her ears and drops to her knees, crying in pain. Through the tears in her eyes she spots Toyman mount his sword...whose ends snaps off and it blasts off like a rocket.

His escape is covered when his transformer toy self-destructs creating a huge flash-bang, blinding even Superman for just long enough to escape.

Jean's torture ends when Clark returns and crushes the two balls under his feet. She looks up and he gently holds her, deep concern in his eyes for her.

"You ok?" Clark asks as he helps her back to her feet.

"What was that he hit me with?" Jean has to know, her face pained.

"Hypersonic sound. Makes it impossible for a telepath to concentrate. One of your weaknesses which just so happens to coincide with the way it affects my superhearing."

"They were made for you," Jean gets.

"Yep."

Jean shakes her head. Her ears are still ringing. "Darci…." she trails off when she sees her neighbour is nowhere to be seen. "Not even a thank you," the red-head huffs.

"Welcome to my world," Clark grumbles...although he is exaggerating a tad. He does get some thank yous but equally lots of people look at him...like the alien he is.

Jean turns to look at him. "Right. Yes. About that," she starts.

Clark looks at her, anticipating what she is about to say.

"Who the hell do you think you are?!" she berates him, jabbing him in the chest hard.

"What?" Clark asks, truly lost by this sudden outburst of temper.

"You know what you did!"

"No. I don't. You're the psychic here, remember."

"I am not some damsel in distress you have to rescue," she says, jabbing him with her finger at every word.

Clark is more confused than ever. "I never thought you were."

"You acted like I was."

"When?"

Jean lets out a frustrated noise of exasperation.

"Jean. If I did wrong just tell me what I did," Clark tells her.

"I shouldn't need to...but fine. Let me tell you..."

Clark cuts her off. "I have to go."

Jean's eyebrows rise. She opens her mouth to argue that they are in the middle of a conversation here but Clark, again, cuts her off.

"The authorities are coming...and no doubt SHIELD. Whatever this is we'll need to talk about it later," he informs her before he vanishes in his usual gust of wind, her hair blowing about.

Jean huffs in annoyance...sorts her hair...only to have it blown about again as Clark reappears. He kisses her cheek. "Sorry," he gives a belated apology before disappearing again but that's only an apology about having to rush off. It's not for what has Jean mad...mainly because Clark hasn't figured it out yet.

Jean places her hands on her hips. Patience. Understanding. She promised herself she would be these things when it came to this relationship. Right now she is having to remind herself hard of that...but this ain't over. Not for one second. Clark is going to have to realise what he did.

Jean lets out a breath and tries to release the tension in her muscles. Her brow then begins to furrow as these events replay in her mind. What was all this about? What was Toyman on about calling Darci his 'beloved'? And what did Darci say? Something about having left?

There are questions. Too many of them. Is this...is this what Clark has to deal with regularly? It just occurred to Jean that she really doesn't know too much about what it is Clark does being Superman. He's often away on his own...apart from when he's out with Volcana and Spider-Man. Her only experience of 'playing hero' was the Sirens thing a couple of years back.

Jean...mad or not, this is a chance to see a side of her boyfriend she doesn't know much about...but first things first. The police are going to be here any second and dealing with that is probably going to take awhile.

* * *

 **At the Institute...**

"Wow. That's a record, even for you."

Clark frowns as the annoying voice of his sister interrupts him. And here he was, down in one of the rooms of the lower levels thinking he could avoid her. "What?" he asks, as he turns to face her.

"Well since you're down here, clearly brooding I can only assume Jean wised up and dumped your moody ass."

Clark just stares at her. At the mischievous smirk pulling at her lips. "Ok, first off no, Jean has not dumped me," he corrects her. At least he doesn't think she did. Though what she was mad at him about he still hasn't figured out. "Second off, look at the walls and tell me what has me in such a mood?" he asks her.

Claire looks at the wall. It was her brother's habit to pin things up in relation to his journalism or some Superman related investigation. She finally spots it. "Oh no," she groans.

"Oh yes," Clark confirms.

"Not that loon again!" the fiery pyrokinetic cries in exasperation.

"I'm afraid he has returned for his yearly visit," Clark states.

Claire face-palms herself.

"And seriously do you not ever watch the news or have some sort of app that tells you what is going on?" Clark asks because how could she have missed it?

"Unlike some people I am not some obsessed teenager always on her cell."

"You forgot to charge it didn't you," Clark guesses.

Claire's face fell. "Yes," she admits. "Someone needs to invent a true everlasting battery," she declares.

"Uh huh. Well until that day I'm afraid, like the rest of us, you need to remember to plug it in occasionally."

"Don't even try and be funny," Claire tells him off.

"I'm not in the mood to be funny. He interrupted my date," Clark bemoans.

"Speaking of which, how's it going?"

"You're...actually interested?" Clark queries in surprise.

"Of course I am. Who had your back when you broke up with Rogue, huh?"

"You did," Clark recalls. Claire was the one who took no shit from anyone that looked to blame Clark for that.

"Damn straight. Family sticks together...and I prefer this one to the other... _possibility,"_ she says in disdain.

"Shaw?"

"Please, don't say his name. I'm trying real hard to forget he's half my genetic code."

"You know the Hellfire Club will show up again sooner or later," Clark points out. "I don't think Shaw is the kind of man who will just accept you want nothing to do with him," he warns.

"I know, I know," Claire says with a heavy heart and more than a little dread.

Clark sympathises a lot considering his experiences with that corrupted version of Jor-El.

"So enough on that depressing subject, anything I can do to help?" Claire wonders.

"At the minute, no," Clark tells her. "I had to leave straight after since I can't do anything in public without SHIELD showing up."

"Bastards," Claire mutters in anger.

"It means that I couldn't stay and search for clues amongst the wreckage of Schott's toys. I'll have to wait for the police to do the analysis...and well Peter is close to Captain Stacy," he suggests as an avenue to get information.

Claire nods.

"Or...we find Darci and ask her."

Both siblings look up to find Jean standing at the door...who is looking like she has had a long night already...which she has.

"Hi Jean," Claire greets her. "Who is Darci?"

"My neighbour in the student dorms...and the one Toyman was after."

"Why was he after your neighbour?"

"That's the question, I think, that is the key to all this," Jean states her belief, having had more time to think on it and be certain her assertion is correct. "But she vanished during the fight."

Clark blinks as he looks at his girlfriend, not sure what to say since he's not certain why she is upset with him. He's liable to make it worse if he speaks. That has been his experience with the women in his life.

Jean ends up just matching his look as if waiting for him to say something.

Claire looks back and forth between the pair. She suddenly feels like the proverbial 3rd wheel. Awkward. "Um...I've gotta go...do...something..." she says, waving her hands about vaguely. "Let me know if you need help with the..." she waves her hand vaguely at the stuff on the wall before slinking from the room.

Clark and Jean watch her go with almost identical puzzled expressions before they return their attention to each other.

"So...uh," Clark starts awkwardly, rubbing the back of his neck. "Do you want to finish what you were about to say before I had to run off?" he asks her to restart their interrupted conversation.

"No," Jean decides. "I want to find Darci. You and I...it can wait."

"You're sure?"

Jean gives him a stern look that gets across clearly how sure she is.

"Ok," Clark accepts, not willing to push his luck. "To start to know where to look means knowing her. What do you know about Darci?" he asks her, getting down to business.

Jean's lips thin. "Not all that much really. You met her. She's rather a bit of an insufferable snob. Beyond saying hello and introducing myself when she moved in she barely acknowledges my existence," she admits.

Clark frowns a little. "Well it will still be easier to look for her than for Toyman," he thinks. "At least with her there is a known place to start."

Jean looks at him quizzically.

"Her apartment," he states the blindingly obvious.

"Ooohhh," Jean draws it out. "You mean we need to break in and have a look around," she guesses.

"Yep."

"This...is this something you do often?" she wonders with genuine curiosity.

Clark gives her one of his adorable lopsided grins. "Welcome to my world."

Jean's eyebrows rise in response...but truth is Clark's world is exactly what she wants to learn about so wherever this leads to tonight she's gonna be sticking with him.

* * *

 _Author's Note: Oh Toyman, how we've all missed him haven't we. And Clark's poor luck with women continues. Thanks to everyone who wrote reviews. Next up; Obsession part 2 as Clark and Jean race to find Darci first before Toyman does._


	29. Chapter 29

Chapter 29

 **New York...**

"Huh. Handy," Clark remarks as Jean uses her telekinesis to unlock the door to Darci's apartment. It was much later now. She and Clark had had to sneak their way past the police still on guard outside.

Not very hard when Clark can breeze past them so fast they don't even notice. Or Jean could have used her telepathy to 'suggest' to the police officers not to see them. Either way they're in.

It's an interesting experience, Jean notes, being moved at superspeed by Clark. The forces should, at the very least, tear her clothes apart, if not herself yet nothing happens. It's almost like Clark shields you somehow. She doesn't experience what Clark does. For her it's almost like instantaneous transportation. One moment she's one place. The next she's somewhere else. The most she can recall is the world moving past you in a streaky blur. She has to wonder what it looks like to Clark. She'll have to ask him sometime but for the moment there are more important things to do.

The couple open the door and sneak inside before anyone notices them.

Inside is...a fairly typical student apartment.

Why Jean was expecting anything else she doesn't know. Then again she is new at this.

A typical mission for the X-Men these days is not solving some mystery but dealing with a teenage mutant lashing out with their new powers or struggling to control them. Their main enemies, Magneto, the Hellfire Club and so on had been strangely quiet as of late.

Course Jean is only part-time these days. It was a choice she had to make if she was going to find the time to study. She had foreseen that not doing so would stretch her way too thin. Besides there were so many students at the school now it was hardly like they were going to miss her. Less so come summer because the expanded mansion was complete and that meant more space for more students. She's pretty certain the adults are already working on a list of who to invite to attend for when the new school year begins in the Fall.

Jean looks at Clark and spots the electric blue glow in his eyes as they scan the apartment. X-ray vision. She recognises that. "What do we actually look for?" she wonders.

"Anything. Everything. We're trying to learn how Darci lives her life...and apparently she must be a big take-out fan."

"No. Not that I've ever seen," Jean contradicts that.

Clark looks at her curiously. "Really?" he seeks confirmation.

Jean nods.

Clark wanders into the kitchen area and starts to open cupboards...which are bare. No food at all. Jean walks up next to Clark, reaches up and runs a finger over the surface of the shelf. She holds it up after to show there is a layer of dust. It's almost as if the cupboards have never been used.

Both young heroes frown.

"The bedroom," Clark points to it as he strides towards it, Jean having to take hurried steps to keep up with his long stride. They walk in.

"Well kept bed," Jean notes how perfect it looks.

"Or never used," Clark suggests as an alternative.

Like the food. It's almost as if...as if no-one is living here yet Jean knows that's ridiculous. She sees Darci come and go on a regular basis. She pulls the wardrobe open...and there are a neat row of clothes and jackets hanging up. Stylish.

What? They are. It's the one nice thing she'll say about Draci. The girl knows how to dress.

Meanwhile Clark pulls out a box from under the bed and places it on the bed. He opens it with an arched eyebrow. "We should introduce your friend to Forge," he remarks.

"She's not my friend," Jean points out as she comes to look at what Clark means.

"Well she certainly seems to have similar hobbies to Forge," he argues as he pulls out a series of tools that are very reminiscent to what Forge uses when he's tinkering.

Jean frowns deeply. "Electronics and mechanics...she doesn't seem the type," is her opinion.

"And what it is she uses these on?" Clark asks. "I don't see anything lying around."

Clark's right. There are no signs that Darci uses these tools on anything. There's no mechanical creations of any kind. It doesn't make sense. "Nothing here makes sense," Jean comments.

"Hmm," Clark makes the contemplative noise as he pulls out a light brown coloured material, rubbing it between his fingers.

"Hmm, what?" Jean wants to know.

"It is just me or does this material perfectly match Darci's skin colour?" he asks her.

Jean blinks. Now that he mentions it, it does. In fact… "It kinda looks like..."

"Synthetic skin?" Clark finishes.

"Yeah," Jean says, not sure at all what any of this means...or perhaps her brain just doesn't want to put it together.

"You know...there's a place not too far from here Forge likes to order stuff from," Clark mentions.

"There is?"

Clark looks at her. "You really need to spend some time with him you know. Sure his lingo is stuck in the 70s, along with his dress sense but he is a genius and a great guy to bounce ideas off."

"Clark, when have I ever been into the things he's into, hmm?" Jean asks him pointedly. "Now you on the other hand sure, since you do love to learn."

"Plus I need to figure out a way to stop Brainiac," he tags on.

"That too."

"Though on the side knowing that Brainiac is an artificial intelligence has given Forge bad ideas."

"He's not building a Terminator or something is he?" Jean asks with real concern because knowing Forge he could be doing just that.

Clark laughs. "No. After his time. If he's building anything like that it would be a Cylon."

Jean looks at him blankly.

"Battlestar Galactica," Clark elaborates. "The Original Series. From the 70s. Before the remake?"

Still nothing.

"Not a sci-fi fan?"

"No."

"Ok then. Something new learned. Yet you know about the Terminator?"

Jean shrugs. "Just as long as he doesn't build a new, deadlier Sentinel. That's the last thing any of us need."

"Forge is a mutant just like you Jean. He's not going to build a Sentinel," Clark says in his friend's defence.

"You're right," Jean concedes, feeling almost silly for suggesting it.

"Though if you want a challenge I do believe Logan 'revised' the Sentinel training program for the Danger Room."

Jean involuntarily shudders. She can just imagine how Logan 'revised' it. Probably made it 100% harder. "So what's the plan now?" she asks where they go from here.

Clark turns to the bedside dresser and opens the drawers, rummaging through the paper within. "Interesting," he muses as he examines one particular piece.

"What is?"

"It's a receipt from that place Forge uses but the delivery address isn't here," he explains as he hands it over to Jean.

"Where is this?" Jean asks, not recognising the address that is on the receipt.

"It's in an old, rundown area of the docks. Not the place a respected student should ever go."

"Then why is she?"

"Asks the psychic," Clark playfully teases.

Jean, for once being slightly immature, sticks her tongue out at him. Then realises what she did. She's pretty certain she never behaved this way...well apart from around Clark it seems. He has a habit of bringing it out of her.

Clark, for his part, finds her reaction amusing and adorable. Jean can be very uptight and should show her more fun side more often in his opinion.

It doesn't need saying where their investigation heads to next. Course the question still remains over what the connection is between Toyman and Darci.

* * *

"You know I spend a depressing amount of time in places like this. Then again most of those times is when I help Peter out. His villains have a thing for rundown, abandoned hell-holes," Clark mutters.

Jean just gives him a look. They were on the rooftop of a warehouse neighbouring the building of the address they found. By now Clark was in his Superman costume and Jean had slipped into her X-Men uniform. "How is Peter?" she decides to ask.

"Depressed and worried."

"Kitty?" Jean assumes.

Clark nods.

Yeah, Jean was worried about her friend as well. They were still no closer in figuring out how to remove the symbiote from the brown haired girl. At least, while it remained dormant, they had time but how long would that last? And Kitty, herself, remained a shadow on her former self. Twitchy, on edge, retreated into herself. Only Peter, it seemed, could even get the smallest of smiles out of her. "So what do we have here?" Jean moves the subject back on to the why they are here.

Clark's eyes flash electric blue...and Jean can't help but think that that is a really handy talent to have. Then again she has her own psychic powers which she stretches out with.

"Lead lined?" Clark mutters in confusion and annoyance.

"Hmm, what?" Jean asks him, only half-hearing him.

"The building is lined with lead," Clark clarifies...and if anyone needs a reminder lead is something Clark can't see through.

Jean's brow furrows. "Any chance this is just some unusual construction motif?"

"Who lines their buildings with lead? Unless you're making a bomb shelter or something."

"It has to be some sort of coincidence since last I checked you didn't make it public your weakness to lead," Jean believes.

Well Jean has a point. "Still odd," Clark murmurs.

Jean will agree with that. Not to mention unsafe. Lead is poisonous.

"What about you?" Clark asks.

"I can sense a psychic presence. There's someone inside but beyond that I've getting nothing."

"Does lead interfere with your powers?" Clark queries.

"No...at least I don't think so. There are technologies that generate psychic interference, Magneto has them and I suspect the government probably has them or is developing them but how could Darci possess something like that?"

"There's a link to Toyman here, remember and like I said he is a screaming genius. Utterly insane but brilliant." He sighs. "If only he was to use it for a greater good," he laments.

"You fell sorry for him, don't you," Jean can tell from Clark's tone.

"What Lionel did to him wasn't his fault. What he has suffered...you can't help but feel some sympathy...though that won't prevent me from putting a stop to his rampages. One of these days innocent people will get hurt. And the only way he can get the help he needs is to capture him."

Clark really is a good guy and it's a reminder of why Jean chose to date him. "We need to get in there but we also need to be cautious."

"Since when did we agree you're in charge?" Clark asks her, something approaching amusement on his face.

"Aren't you the one who says it's never a good idea to cross me?"

"I do believe I said it's never a good idea to get on your bad side," he gently corrects her.

"You've already done that today," she reminds him.

Clark's face falls.

"But this isn't the time to discuss that," Jean asserts. "Come on, Superman," he orders him as she floats herself off the rooftop and over to the building opposite. Clark's already there by the time she lands herself. She didn't even see him move. How fast is he now anyway? Question for later.

The roof access is padlocked shut. Just a simple twitch of Clark's fingers snaps the lock apart as the two quietly and gently lift the hatch upward and peer inside. Not much to see...yet.

"After you...Marvel Girl," Superman says.

Jean gasps. "What...how...where did you hear that name from?!" she wants to know. She sure as hell never told him her original codename. The one she dropped years ago because she thought it just didn't fit.

"Now, now that would be telling but lets just say I have sources," he replies with an infuriating grin.

Jean looks at him for a good few moments before a thought occurs. If he knows her old codename does that mean he also knows about her original costume? The green dress? Jean is going to kill whoever told him. And she'll do it really, really slowly too. There's no time to dwell on it as she, followed by Clark, drop though the hatch into the building.

"Curiouser and Curiouser," Clark whispers as he and Jean stand in the hallway of a building that clearly hasn't been occupied in ages. It just adds to the mystery that is Darci.

"Can you find her now?" Jean wonders.

Clark's eyes flash electric blue. "Yes. The internal walls are just normal partition walls. She's on the ground floor."

"Doing what?"

"Packing it looks like."

"She's planning to leave?"

"Can you blame her? Toyman's..." Clark trails off, waving his hand in a circular motion as if he wants to say more but doesn't want to quite say the insult.

"To be fair we don't actually know what is going on," Jean points out.

"True enough," Clark concedes. "For the sake of promptness may I carry you milady?" he asks her permission in a formal accent.

Jean snickers before replying, "You may."

A few seconds later they arrive. Jean takes one moment to sort her hair before turning her focus to her neighbour who has her back to them.

"Darci," Jean calls out her name.

The light brown skinned woman spins round. "What are you doing here Grey?!" she hisses venomously.

"Looking for you," Jean explains as if it is the most obvious thing in the world.

"I never asked you to!"

"You're in danger."

"Tell me something I don't know!" she snaps.

"Hey!" Superman intervenes. "Don't snap at Jean. While she can defend herself..."

"Oh now he notices that," Jean grumbles.

Superman glances at her for a second before turning back to the reason they're here. "Jean only want to help and she's correct to worry. I know Toyman. I may not know why he is so interested in you but I do know that he never gives up easily."

"No. I don't!" that creepy voice announces.

Superman and Jean spin round to find the puppet headed man standing in the doorway, flicking a yo-yo up and down.

"How did you find me?!" Darci hisses in hate.

"Come now Darci dear," Toyman says in sickly love tones. "Who do you think owns this building, hmm?"

Darci's eyes dart back and forth, trying to make that compute.

"Did you never wonder why you keep coming here?" Toyman asks. "Just a little...safeguard I put in so that I can always find you, my sweetheart."

"Don't call me that! I'm not your _sweetheart!"_ she yells in utter disgust at that nickname.

"But honey...you were literally made for me!" Toyman professes his love...and gives away something much more.

"I'm not even going to pretend I fully understand what is going on," Superman announces...though give him some credit in that he has an idea or two, "but you have to know Winslow that I can't just allow you to continue."

"Even you, Superman, can't stop true love!"

"Oh my God I'm going to be sick," Darci mutters in disgust, making a face.

The yo-yo shoots up into Toyman's hand and he presses the centre of it which goes _click!_

"Ut oh," Superman says at that, knowing it can't be remotely good...and it isn't as the floor starts to move, parts of it opening up and rising out of it come four very large, blue furry toys.

"No freakin way," Jean breathes in total disbelief as her eyes go wide at what she is witnessing.

"Beebo wuvs you!" the four robotic toys say in sync.

"He-he...he made four giant Beeboes?!" Jean cries. She use to have one of those when she was little too.

"I noticed," Superman says dryly.

"Behold Beebo! God of War!" Toyman cackles with amusement. "Aw, looks here like we have two lonely people in need of hugs. Beebo why don't you take of that."

The 4 giant toys reach out with their paws and start waddling toward Jean and Superman. "Beebo hug!"

"There was a time this use to be strange," Superman remarks, sounding nostalgic for a simpler time.

"Less reminiscing, more proactive response," Jean tells him.

Bossy...but correct nonetheless. "Get to Darci. This is a distraction. Toyman knows he can only slow me down. I'll take care of the Legion of Beeboes," Superman lays out the plan.

Jean nods affirmatively and then sets herself the task of how she is getting to Darci. Clark helps by flying into one and slamming it into another. Jean makes a dash across the floor, dodging, ducking and weaving her way through the over-sized legs of the Beeboes as they fight Clark. God this is just crazy.

Jean can also see that Clark was right. This is a distraction. Toyman is also trying to get to Darci. Jean slides under a giant foot and manages to get herself in between the demented toymaker and her neighbour. "That's far enough Toyman," she declares.

"You again!" Toyman rages. "I told you before you can't stand in the way of true love!"

"Oh just kill me now," Darci mutters from behind Jean.

"Actually you said that to Superman," Jean corrects him...which is amazing she needs to since it was only a few hours ago.

"Whatever," Toyman dismisses her. "Don't you fret my sweetness, your dashing hero will be there as soon as he's dealt with this red-haired witch," he proclaims to Darci.

"Witch?" Jean mutters under her breath. "I'll show you witch," she promises as with a gesture of her hand she lifts the short villain off the ground.

"Hey, hey," Toyman laughs. "Neat trick. Let me show you one of mine," he says as he starts playing with the yo-yo in his hand before sending it flying at the telekinetic mutant.

Jean is unprepared for the speed and force at which it flies as it smashed into her chest, driving the air from her lungs. She drops the toymaker as she drops to her knees, gasping to regain her breath. It feels like he almost cracked something. It's gonna definitely leave a bruise.

Toyman picks himself up off the floor and dusts himself down. "Now my beloved, there is no-one to stand between us any more."

"Listen you insipid little troll," Darci starts with as much disdain as she can manage...which is a lot. "Can't you take a hint. I want nothing to do with you. I want a life of my own. One that doesn't involve me as your little porcelain doll stuck on a shelf."

"But honey, you forget, you were literally made for me," Toyman answers, repeating his phrasing from before.

Darci's face screws up in anger and she grabs a nearby metal pipe and rushes toward him, pipe pulled back, ready to strike...only she finds she can't do it. She literally can't, no matter how much she wants to.

Toyman giggles. "Oh, Darci, Darci, Darci," he tells her off. "You should have known I'd put in a fail-safe. You can't hurt me no matter what."

Darci's face screws up in effort but nothing. She remains frozen, on the spot, mid-strike. He's right. She can't hurt him. What has he done?

"Look...cough, cough...look out!" Jean barely wheezes out as she tries to warn them of the danger. One of the Beeboes Clark is fighting, now on fire and badly damaged is toppling over in their direction.

For a moment it seems too late as the mass of fire, fur and metal crashes down, seemingly atop of the bickering 'couple'.

Jean steps forward, surrounding herself in a telekinetic bubble to keep the flames at bay, trying to find any sign. She then spots the long brown hair of her neighbour crawling out from beneath a giant arm. "Darci!" she calls out as she rushes to the young woman's side and extends her protective shield around the kneeling woman.

Darci turns her head to look at her helper...and that is when Jean gasps aloud. Darci's skin, on the left side of her face is split open and underneath is not blood and muscle and bone but the unmistakable glint of metal.

And that is when Toyman's cryptic remarks about Darci being 'made for him' fall into place. "You're-you're one his toys," Jean stammers out in complete shock. She, for all her extraordinary gifts, never had a clue.

Darci scowls. "Don't ever call me that! I'm not his! Not ever!" she declares in strong anger.

Jean can see that Clark's battle with the Beeboes is going to wreck this place. There is fire that is spreading fast. She can't see Toyman anywhere. She coughs at the acrid smoke filling her lungs. Her only choice at the moment is to take Darci and get out of here. "We need to go," she tells Darci.

Darci looks at Jean with conflicted emotions playing out on her face...which is amazing considering she's a robot.

"Look, I'm willing to listen to whatever you want to say...and being a mutant I can't exactly judge what qualifies as being alive but I'm going to assume even you can be destroyed which is what is going to happened if you stay so..." Jean offers her hand in honest desire to help.

Darci takes several moment thinking it over before she takes the offered hand. Jean helps the robot-girl to her feet and the two make their escape.

* * *

 _Author's Note: Darci's secret is out. And who doesn't love giant Beeboes? Thanks to everyone who wrote reviews. Next up; Obsession part 3 as Toyman goes to extreme lengths to get his beloved back._


	30. Chapter 30

Chapter 30

After Superman had disabled the Beeboes and put out the fire his first task was to find his girlfriend and the young woman they were trying to save from Toyman.

Easy solution; use her X-Men communicator. It is what it is for after all.

That's why he finds himself flying back to Jean's student dorms. He's curious why they headed back here. He gets his answer as he nears it and peers in with his x-ray vision. The two women are sitting on Darci's bed, talking while Jean helps Darci repair the torn skin on her face.

Only she's not really a her is she?

Did Clark know? No. Was he beginning to have suspicions? He would have to admit, yes. He then frowns as he hears what the two are talking about.

"You know he would dress me like an actual doll and put my hair in pigtails," Darci is bemoaning how Toyman treated her.

"That's awful," Jean says in sympathy.

"He creates me as a companion, goes out of his way to give me a personality, to allow me to think for myself and to learn and then treats me just like any other of his toys...and don't get me started how he only has time to sit and play and has no time for me. I'm just as real as anyone else. I have needs but all he wants to do is play games!" Darci continues her tirade, her voice rising in volume.

"Yeah, well I know all too well how men can be," Jean snorts.

"That's just it, Jean," Darci says, using Jean's first name instead of 'Grey' showing that their relationship has shifted its dynamic. "He doesn't want to be a man. He wants to be a child. So why did he create me to be a real woman if all he wanted was to sit me up on some shelf like a trophy...or some damn show-piece...or some collectable that has to be maintained in mint condition? Huh? Explain that!"

"Being treated like some delicate thing, being demeaned and shoved aside like a damsel...that feeling I know all too well. God why are men so stupid?" Jean asks aloud. "I don't need protection. If he can't see me as an equal, open up and let me in...I said I would be patient but patience has its limits, right?"

Darci nods along. "That would be that guy I saw you swapping tonsils with...wow, yesterday now?"

Jean sighs and nods. "He's not...he is a good man but he can just be so closed off," she complains.

"Dump his ass," Darci advises. "That's what I did. I wanted a real life which is why I ran away and came here but he just won't leave me alone. Neither of them deserve us," the android woman gives her advice.

"I can't do that. I do really like him. We...we just need to talk. Unlike Toyman I like to believe he'll listen. He's just...gone through some things. Traumatic things...and I want to help him through it."

"He really doesn't deserve you," Darci muses.

Jean smiles. "No, probably not but for now he has me."

Outside Clark releases a breath he didn't even realise he was holding when Jean said that. She's right. They really need to talk.

"Well if you change your mind I am interested in exploring female/female relationships," Darci says, implying...well it's rather obvious what she is implying as she gives Jean an appreciative gaze.

Jean looks at her twice. It takes several moments but eventually Darci's lips twitch. "Very funny," Jean grumbles.

Darci bursts out laughing. "Who says a robot can't have a sense of humour, eh?"

Jean shakes her head. It was almost hard to believe that Darci was a robot. She was so...real. She wonders if Toyman even realises just what he has created. Jean helps finish the repairs to Darci's skin. "There. All done but aren't you an android more than a robot?" she queries the definition.

Darci shrugs as she feels the contours of her once again smooth face. "Good work, Jean. Thank you," she says gratefully.

"Ok who are you and what have you done with Darci?"

"Hmm?"

"You're being so nice. No offence but before you were a..."

"Snooty bitch?"

Jean errs on what to say. Doesn't want to cause offence and ruin this new...friendship(?) they're developing here.

"I know what others said about me. I have above human hearing. If you had to endure having Toyman as your 'boyfriend' you'd develop an aloof, snooty attitude too. Drove him up the wall," she says a smile at the pleasant memory.

Oh. Jean gets it now. Darci developed it to annoy Toyman.

Just then there is a knock on the window as Clark decides he's probably eavesdropped enough.

Jean rises to her feet and goes and opens the window for him. "Hey," she greets him.

"Hey," he greets her. "Can I come in?" he requests. "It's never a good idea if I'm seen too much," he tags on due to his continuing status as a 'figure of interest' for SHIELD.

Jean waves him inside as he floats through the window. "So what happened with Toyman?" is her first question.

"Did the little troll perish?" Darci asks, hopeful that that is true.

"There was no sign of him," Superman answers. "From previous experience that means he escaped," he says with a slightly pained sigh. "It also means that this...is not over," he warns with a downcast expression. One matched by both Jean and Darci.

* * *

 **The next day…**

In Times Square is a giant screen owned by J3 Communications. And every day it broadcasts live a daily rant...sorry, a 'Daily Editorial' from the owner of J3 Communications; J Jonah Jameson.

"Yesterday saw a new addition to Spider-Man's criminal gang when the student dorms at ESU were attacked by a pirate ship. Who else but that notorious criminal and pirate, web-headed menace could be responsible?"

"I dunno? How about Johnny Depp looking for a new niche? His career ain't what it use to be ya know," a critical voice drawls. The voice belongs to a slender female in a brownish-red costume with a white spider on it. Spider-Woman was just dangling upside down watching this tirade of garbage. With Peter understandably distracted by Kitty's symbiote problems she had taken over much of the work from her brother lately in keeping New York safe.

"So now we have Spider-Man targeting our city's youth. How...kzzt...long are we…kzzt..."

Spider-Woman's eyebrows rise as the images begin to break up. "Oh Hallelujah. There is a God!" she proclaims at someone finally shutting that blow-hard up.

Static fills the screen before a new image cuts in. One of a giant porcelain doll head.

"We interrupt your regularly scheduled programming for this message from your friendly neighbourhood Toyman!"

"Hey!" Spider-Woman protests. "You stole my bit...well my brother's bit too...any-who you stole it!" she shouts in relation to the term 'friendly neighbourhood'.

"Ladies and Gentlemen of New York a crime has been committed. A crime of the most grievous nature. Someone, who shall not get be dignified by having his name mentioned, has chosen to stand in the way of true love! My Sweetheart, who is literally made for me, is being held from me against her will. This will not stand! All is fair in love and War. Hell hath no fury like a Toyman separated from his custard pudding. There is no length I shall not go to to get my Beloved back."

Ut oh. Jess doesn't like the sound of this. She gets a sinking feeling, that has nothing to do with her spider-sense, that today is not going to be a quiet day after all.

* * *

 **ESU dorms...**

"If it were actually possible I think I would retch right now," Darci sneers as she watches Toyman on the tv. He's hacked into just about everything that can receive it to broadcast his message.

Superman and Jean had remained with her after his warning yesterday that this was not over. Seems Jean has to give Clark this one. He does seem to have a grasp on how Toyman operates. She's learning so much about this side of him she never normally sees. In fact it's possible that only Claire and Peter see it this much.

"What is he about to do?" Jean asks Superman.

"Whatever he thinks it will take," is the grave reply because lets face it, look at the previous encounters, there is almost no limit to what Toyman will concoct to achieve his goals.

"He's right," Darci says in sad agreement. "Schott is completely insane. Insane people don't have limits on their actions."

Superman sighs. "Yet his story is tragic. It's what always makes it hard. He didn't deserve anything that happened to him."

Darci opens her mouth to argue but Superman stops her.

"I'm not exonerating him," he cuts off what he believes she was about to say. "And I will stop him and protect you, like I promised."

"Shh," Jean interrupts. "I think he's about to announce what he's going to do."

* * *

Back in Times Square Spider-Woman watches on too…

"So in the name of love I now take this city hostage. No-one in this city shall know love until mine is returned to me!"

It's at that point Spider-Woman's spider-sense goes nuts and it is not long to understand why either as erupting from New York's famous sewers are not the Teenage Mutant Ninja Turtles(mores the pity) but an army of toy soldiers...and when she says toys she means the little action figures. There's a swarm of them...and then comes the armoured divisions with miniature tanks rolling into the Square.

The little figures are soon attacking the innocent civilians that often frequent the square, overwhelming them by sheer numbers.

Spider-Woman swings into action...literally, grumbling about this being a bad day. That's when she hears the high-pitched sound that are miniature propeller planes which slice into her webbing sending her plummeting towards the ground.

She manges to snag another webline and swings back upward, landing on the big-screen with Toyman's face glaring out of it. "This is gonna give me nightmares for weeks," she says aloud.

"Ah! A bug! Squish it! Squish it!" Toyman screams as if seeing her.

"Arachnid," Spider-Woman huffs in complaint but she doesn't have time to debate it as her spider-sense buzzes away. She leaps and tumbles across the screen as the fighter planes start shooting at her. "Ack, where do you get all these wonderful toys?" she has to ask.

"From the blood, sweat and toil of my two own hands," Toyman answers.

"You...you can hear me?" she asks, nonplussed. How the hell is he doing that?

"I can see you too," Toyman answers. "By the way I have a thing against small crawling icky bugs so that being said; Men!" he bellows. "Get her!" he orders.

From above more toys soldiers start abseiling down towards her from the top of the screen.

"I just had to choose today to have a 'clear the mind' swing across New York," Spider-Woman talks to herself. "I could have gone and visited friends but noooo," she drawls the complaint. Seems that even clones are cursed with 'Parker Luck'.

She swings away above the square, needing to fall back and rethink this. She spots the toys rounding people up.

Hostages.

Spider-Woman knows instantly that is what they are. They'll be used as leverage to get what he wants. This is so one of _those_ days.

* * *

Back with the threesome who understand most what is happening they watch on as the scene is broadcast of the innocent civilians being captured and Toyman then makes his demands.

"You have one hour to deliver my sweetie to me. If not...well you all know how this works. It will not be pleasant," he warns. "One hour," he repeats before the screen cuts off.

"What-what do we do?" Jean asks.

Superman has a contemplative look on his face. "Jean, do you trust me?" he asks her.

Jean is slightly taken aback by the suddenness of his question. Does she? Wow, until Clark asked it it never occurred to her she might need a moment to consider an answer. Then she realises she shouldn't have needed a moment. Whatever he is thinking...Clark would never deliberately harm anyone. He couldn't. "Of course I do," she says.

Something akin to relief washes over Clark that she said that.

"I'm guessing you have a plan," Darci raises.

"Yep," Superman confirms.

"And it is?" Darci asks, actually curious, intensely so since this is her fate that is on the line here.

"I'm going to give him exactly what he wants."

Jean and Darci both look at the alien hero as if he has just grown a second head while he responds with a strange enigmatic smile.

* * *

 **Times Square, 1 hour later...**

The innocent people Toyman had captured were huddled together in a group. Even though it was approaching 2 years since all this craziness began when mutants were made public it was still not a normal day to be taken hostage by a supervillain.

Though to be fair this craziness did happen before the reveal of mutants, it was just more in the shadows back then. It happened but no-one talked about it. The reveal of mutants on that infamous day brought it all into the light of day and now there was no real need to try and hide it so no-one really did unless they were up to something shady.

Then again there is just the fact that Toyman is a deeply disturbed individual and he wouldn't have cared less about any of that.

The question was though where was the insane toymaker. His image was still up on the big screen but for his actual whereabouts...he hadn't revealed himself...yet.

And that image was fast losing patience. It's strange how a porcelain doll head can express so much emotion.

"You know," Toyman says. "I'm starting to think you people aren't taking me seriously. I think I need to make an example of someone," he threatens. He then looks down at the huddled mass of people. "Bring me one of them!" he orders his toys.

An Asian woman is yanked from the crowd, possibly just a tourist as her family tries to intervene but are driven back by the hordes of tiny toys. The woman is brought to in front of the big screen. "This is nothing personal," Toyman assures her...which does nothing of the sort. "I'm simply afraid I have to teach these people..."

"Did anyone ever tell you you talk too much?" a voice intervenes.

The image on the screen snaps its gaze to its right. "Superman!" Toyman greets the floating figure merrily. "Ah my old playmate. My, it's been how long since we saw each other last?"

Superman puts on a show of looking at a watch on his wrist that isn't there. "Let me see. I would say it's been roughly speaking, 30 hours 17 minutes and 37 seconds."

"How time flies," Toyman remarks drolly. "Well before you try and save the day could I just say that even with tremendous speed you can't save everyone before I can act."

"Oh, I know," Superman replies, surprising everyone. "And heck I'm not even going to try and talk you down this time Winslow," he adds.

"You're not?" Toyman asks uncertainly, clearly been caught off-guard.

Superman shakes his head. "Nope. I mean who am I to deny true love. As someone whose had his heart broken numerous times I know your pain all too well," he says, hurt emotion punching through his tone.

"Didn't stop you the other night," Toyman points out.

Superman casually waves that off. "I didn't realise until you did all this," he gestures around, "just how deep your feelings were."

"Soooo if you're not here to stop me, why are you here?" Toyman wonders.

"Why to reunite you and your beloved, of course," Superman says as if it is the most obvious thing in the world.

If Toyman's jaw could drop it would. "Are you serious?"

"Why would I say it if I wasn't?"

"Because you have a tendency to joke."

"Oh that. Yeah, I'm trying to cut down on that. Along with too much fibre...or is that too little fibre?" Superman ponders.

Toyman clears his throat loudly. "Where is my beloved?!" he demands to know.

"Around," Superman answers vaguely. "I mean I wasn't just going to show up with her. After all considering our history you might have had your toys shoot me on sight and if I had been carrying your beloved...yeesh," he makes a face. "In a word; messy."

Toyman may have to concede that one.

"Also the safety of the public. You ain't getting squat until the people below us are safe and sound."

"Your negotiation technique need work." Toyman critiques.

Superman folds his arms across his chest, arches an eyebrow and waits...and waits...and waits...and…

"Alright, alright!" Toyman cracks first. "It's not like I care about the little peons anyway!"

"Now you sound like a Luthor."

"Hey!" Toyman yells out angrily. "Watch it with the L-word!" he warns considering his absolute loathing of all things named Luthor.

"Well usually when we do this little song and dance it is them you're targeting," Superman points out. After all 2 years ago it was Lionel Toyman tried to murder and then last year it was Lex. All in the name of revenge for what the Luthors did to him.

"Ah but that was before I found my true love!"

"You mean before you **built** her," Superman corrects.

"Impressive isn't she," Toyman boasts.

"Yes," Superman concedes because it's true. Darci is a work of total screaming genius. "Which is the only reason we're even having this conversation. She is your creation and so belongs to you. I accept that but before I hand her over we still need to end this hostage situation. I won't have a single person harmed Toyman," he decrees. "Break that stipulation and this deal is off."

"Still playing the foolish hero I see," Toyman criticises.

"And how is harming them for no good reason any different to what Lionel did to you, Winslow, hmm?"

"Hey I have a good reason. Love!" Toyman proclaims loudly.

"This is turning into one weird day," Superman mutters. He's having a discussion about love with a madman and the object of said madman's affection is the robot woman he himself created. "Do we have an agreement or not?" Superman asks, getting down to it. "You let these people go. I return Darci to you," he sets out the terms.

"I have your word?" Toyman pushes for.

"You even have to ask?" Superman replies, sounding almost insulted at the question. In fact he is insulted. "Come on Winslow, would I lie to you?" he asks with an earnest expression of trustworthiness.

"I want to see her before I release anyone," the demented toymaker lays down a condition.

"Fine," Superman agrees, putting his finger to his ear and activating the communicator within. "Spider-Woman, bring our guest to the Square, please," he requests. "It'll just take a minute," he informs Toyman.

And a minute later the female web-slinger swings into the square, the light brown woman hanging on her back. Funny story how Jessica got her part in this. She'll tell ya it later.

"Beloved!" Toyman cheers.

Darci makes a face of disgust. "I'm only here because I won't let these innocent people be harmed because of me...err, you...you, uh, obnoxious troll. Now...now let them go!" she demands, only her voice betrays a certain...well uncertainty.

"Of course. They mean nothing. After all you are my greatest creation. You belong with me."

"We may just have to agree to disagree on that last bit...um, toad but a deal is a deal. Me for these people. Now if you want me release them...now!" she repeats her demand.

"Hey peons!" Toyman barks at the hostages. "Go on. Get! Shoo!" he waves them away.

Superman makes a face at Toyman's language. Seriously? He flies down to hover above the crowd. "It's alright," he assures them...or tries to at least. Remember not only have they had to endure all this, he himself won't win any popularity contests...which he knows he brought upon himself. Still it doesn't make situations like this any easier...and in his head he's counting down the minutes until SHIELD shows up. "Please just calmly leave the square. The police are waiting at the boundary," he informs the people. "There is no need to run. Just walk. I promise no harm will come to you. You are under my protection."

That doesn't exactly reassure as Clark picks up several unhappy mutterings, including some people blaming him. It's not anything he hasn't heard before. He's not exactly Mr Popular...which is sorta what he was aiming for in the 1st place. Doesn't mean he wishes it wasn't the other way. He keeps a focussed eye on the crowds as they vacate the Square.

BOOM!

Superman's head snaps round as explosions rock the giant screen he was talking to Toyman through. The explosions are carefully placed to detach it from the building it was connected to. He zips forward towards it and catches it long before it has a chance to hit the ground.

BOOM! BOOM! BOOM!

Explosions rock all across the square, sending debris and fire raining down below.

"Son of a..." Superman mutters at what must be Toyman's betrayal. Going back on his word. As soon as he places the screen down he is holding he flies across the square as fast as he can, trying to protect anyone who might be caught below.

He spots Spider-Woman doing the same, having must have placed Darci down, with her webs, securing anything that has come loose.

Unfortunately the noise has caused a panic amongst the crowd as they try to get away, pushing, shoving, crushing, knocking others down.

Superman dives down to the ground to save those people, time slowing down around him. He needs to be quick and careful and superspeed allows him to do both as he picks his way through the virtually frozen people, scooping up those in danger and moving them to safety.

When everyone is more or less safe he reunites with Spider-Woman.

"What was that?" the female arachnid wonders.

"A distraction," the alien teen replies.

"Huh?"

"Where's Darci?" he asks her.

"Whatcha mean? She's right over there where I left... _her,"_ she squeaks as the place she is pointing at is empty. "Mamma mia!" she exclaims, her hands on her cheeks.

Superman shakes his head at her antics.

Spider-Woman looks at him suspiciously. "Why aren't you more upset?" she asks.

All she gets in return is a coy look.

* * *

 _Author's Note: So Jean and Darci bonding over men-bashing. And what exactly is Clark's plan here, hmm? Thanks to everyone who wrote reviews. Next up; Obsession part 4 as this little saga reaches it conclusion._


	31. Chapter 31

Chapter 31

 **Toyman's secret home…**

"There now, my sweet honey cake, home sweet home" he coos as a couple of life-sized soldier toys hold his creation in place.

Darci sneers as her eyes take in the sights around her. A large space filled with toys of all shapes and sizes, some half built and piles and piles of parts in crates all around.

Toyman busies himself as he pulls a large chest out, scraping against the concrete floor. He pushes it open and starts rummaging inside, throwing away over his shoulder what he doesn't want. Varying clothing articles flutter down to the floor. Clothing for dressing up an oversized doll. "No...no...no...maybe? Pft, no! AH HA!" he proclaims triumphantly as he chooses a hideous red and white chequered gingham dress...and army boots?

"You have all the dress sense of mentally deficient dwarf don't you," Darci drawls.

Toyman sighs and gives her a look. "But first I think we need to give you a serious attitude adjustment, sweetie," he says as he goes over to a table and picks up several tools. He walks up to his creation, ready to open her up and make some adjustments.

Darci smirks. "Ah, no. I don't think so... _sweetie,"_ she argues in a mocking tone.

"Oh really. How's that?" Toyman asks.

"Come here and I'll whisper it to you," Darci tells him.

Toyman steps right up to her and Darci bends down to whisper in his ear.

"I'm not Darci," she tells him.

Toyman snaps his head to look at her...and sees her eyes glow with golden psychic energy. In the next second he and the two toy soldiers holding her are thrown clear.

'Darci' raises her left arm and fiddles with the watch on it. Her image...flickers and frizzles revealing red hair and green eyes...and then the image gives out revealing Jean Grey in all her glory.

"What?!" Toyman roars.

Jean smirks. "Oh, the best bit is yet to come," she informs him, raising her hand and extending her index finger. "And...now!" she says, flicking he ringer downward as a red crimson blast rips a hole through the wall.

And standing on the other side of that hole; the X-Men. Cyclops, Thunderbird, Tarot, Nightcrawler, Iceman, Siryn, Storm and Wolverine. No Shadowcat for obvious reasons. Kitty was...well still traumatised. The only people she let near her were Peter and Illyana. The two girls had managed to form some sort of weird friendship. Bonded if you will since Kitty became infected with the Carnage symbiote...but that's another story.

Jean finds Toyman glaring at her. "What?" she asks him, almost amused. "Not my fault you fell for the oldest trick in the book. Sometimes the simplest plan is the best," she tells him, practically boasting.

"What plan?" Toyman wonders.

* * *

 **Flashback...**

"I hate this plan."

Annoyance flickers through the green eyes of Jean Grey. They, the X-Men, plus Clark were in the war room discussing Clark's plan for, not only, saving the hostages but also a plan that would protect Darci and perhaps, finally, give them a shot at capturing the insane toymaker and putting an end to his annual appearance in their lives.

Jean glares at the certain ex-boyfriend who uttered that statement. "What part of it exactly do you hate, Scott?" she wonders...as if she didn't already know.

"The part where you put yourself in danger," Scott answers.

Jean rolls her eyes. Yep. That's what she figured. What is it with her her choosing overprotective men to date? That seems to be a bit of a character flaw. "It's the simplest solution Scott," she calmly tells him. "We appear to give Toyman what he wants and he lets his hostages go. You guys can then follow me to wherever he's hold up and we can put an end to this once and for all."

"But why does it have to be you?" Scott asks her, while shooting death glares at Clark since it was his plan. "Anyone can wear the holowatch," he argues.

"But only I know Darci well enough to impersonate her," Jean argues logically.

"And that's another thing," Scott latches on to. "Why are we risking ourselves for a machine?" he just has to ask after Jean and Clark confessed the truth of the girl's robotic nature.

The whole crowd look back and forth between the bickering exes but before anyone can interrupt Jean continues on.

"Ok, first off; we're risking our lives for all the innocent people currently being held hostage because that's what we do!" she snaps at her ex...and boy is this ever reinforcing why he is the ex. "Second off; Darci is far more than any simple machine. I don't even think Toyman has realised what he has created. She is just...so...alive," she struggles to find an appropriate description but the fact is until now Jean never realised Darci was not a human being and even after discovering the truth, having spent basically a whole day in her company...it's hard to see her as merely a machine. They talked. They bonded. She is far beyond being a mere machine. "And I always thought we, of all people, don't judge what does and does not qualify as a person...and Darci is a person. She has thoughts, feelings, desires. She's self-aware, intelligent and in my view sentient. That's what I mean when I don't think Toyman realised what he created. I really can't imagine he knew he was creating something...someone," she corrects herself, "who is truly alive."

"Is that really **your** view?" Scott wonders, again his gaze flickering at Clark.

Jean's green eyes narrow dangerously. "Just what are you implying, Scott? That I can't form my own opinions?"

"You know that is not what I'm saying," Scott snaps back at her, irritated she would even make the accusation. Surely she knows him better than that.

"No, Scott, I don't know," Jean says dryly. "Why don't you enlighten us all," she tells him, gesturing around the room.

The Professor thinks this is probably the moment he should intervene. "May I remind everyone we have a time limit here," he points out, even going as far as to check his watch. "We're down to 30minutes."

Jean folds her arms across her chest. "What more needs to be said. Clark's plan works. I'm volunteering to let Toyman take me. You guys follow me while I keep in constant psychic touch with you."

"What more needs to be said?" Scott asks her in disbelief. "Jean, there are so many possibilities you are not taking into consideration," he claims.

"There always are," Jean argues back. "Yes, Scott there are risks but hundreds of people's lives are at stake," she points out, her tone softer than before.

Scott is getting that look from her. The one where no matter what he says she's going to do this. He shifts his gaze to Jean's current...nope. He's not going to even think the word...and no he's not jealous dammit. He's just...concerned. As much as he considers Clark his friend no-one can deny that the alien teen seems to attract a lot of trouble. "And do you have anything to say?" he asks the blue-eyed young man.

Clark's brow furrows, his eyebrows drawing together. "Scott...I trust Jean to know what she is doing," he says, not likely to say anything else after what he overheard Jean and Darci talking about. Though, like Scott, his instincts are screaming at him to be...well overprotective but he's ignoring that instinct this time.

Jean gazes at Clark with a soft glow, tinged with a bit of surprise considering his actions the other night. Seems like she still has some way to go to figure him out...which is actually a challenge she relishes. Being psychic people are usually easy to figure out. She just reads them but Clark...she shakes her head. Focus. People in danger. Personal relationship issues later.

The Professor once more intervenes. "Considering the time restraints we're under this is probably the best we can do. Hank, will you get Jean a holowatch and configure its image projection as quickly as you can, please," he requests of Beast.

"Of course," Hank agrees.

"Right. While you do that I'm going to talk to Jess," Clark announces. "I think she can help," he says after having seen her on the tv before when Toyman took Times Square. What he means is that Toyman has already seen her so she can be in the visible part of the plan, allowing the X-Men to remain hidden until the trap is sprung…

* * *

 **The Present...**

And the trap is sprung as the X-Men go to work, attacking anything that looked remotely like a living toy.

"No, no, no, no, no, no!" Toyman screams hysterically. "You can't do this!" he whines.

"Playtime's over, Toyman," Jean informs him. "Time to put your toys away."

"Playtime's never over you Raggedy Ann wannabe!"

Wow. Jean can sincerely say she's never been called that before. What a weird insult.

"You will not take my Darci away from me! She's mine!"

Jean's lip curls up in anger. "I don't care the fact you may have built her, Toyman. Darci is a living being. Her own person. She belongs to no-one. And I'm going to put you away where you can't hurt her any more!" she determines as she advances on the porcelain doll-head wearing little man.

"Squadron Supreme, protect your leader!" Toyman yells.

Jean's delicate eyebrows draw closer. What is he…

That's when she hears it, even above the chaos of the battle between the X-Men and Toyman's toys. The roaring sound. Jean's eyes glance around until she spots it high in the rafter of the building. A squadron of toy fighter jets...heading right for her, making an attack run. Jean shoots her hand upward and raises a TK shield just as they fire scores of tiny bullets at her which impact the invisible field.

They fly past her and circle around. This time they fire small missiles at her. Jean reinforces her shield but knows this is probably going to hurt. They hit in small fiery blasts. Jean cries out as pain shoots through her skull from the force. Her hand presses against her pounding skull as she tries to remain focussed. The planes are circling back round and her friends are busy.

"Jean!" Cyclops calls out as he sees her in trouble. He fires his optic blasts at the offending aircraft and manages to destroy a couple but there are still several more...and this time it seems they are making a kamikaze run at the powerful psychic.

Jean's eyes narrow at the rapidly approaching mini-aircraft...and just before they strike the roof seems to implode for a moment as a red/blue blur appears in front of her. Red beams of searing heat slice into half of the toys which explode. The last few make it only to impact on the figure's chest, heat and fire enveloping him for a moment but unable to actually cause real physical harm.

"You!" Toyman cries in fury, pointing at the red and blue hero. "You...tricked me!" he spits out furiously.

"It's over, Winslow," Superman tells him. "Time to get the help you need."

"As I told the Raggedy Ann wannabe it's never over, Supes. You should know by now I always have a fallback plan."

Superman's eyes go wide. Oh no. Not again. "Don't you..."

Toyman cuts the hero off with a snap of his fingers.

All around sealed crates fall open and from them spill dozens and dozens of toy bombs with keys in the top which start turning.

"Toyman!" Superman yells at the toymaker who waves cheekily as the floor beneath him opens up and he falls down, out of sight. "Gah!" Superman chokes out in frustration. He's done it to him again. "Everyone out!" he orders as he and the X-Men make a run for it.

They manage to just get clear of the building before it goes up in an enormous bang.

Then they just stand there watching the flames consume the building.

"I am really, really starting to dislike him," Superman mutters in annoyance. He feels a smaller hand slip into his and turns to find Jean next to him.

"It's alright Clark," Jean assures him...or tries to sooth him at the very least. She can see his frustrations. In fact it's almost palpable. His body is so wound up.

"Is it over?" Nightcrawler wonders, staring in awe at the destruction.

Superman snorts. "With him? It's never over. Give it a year or so and he'll be back. He always is," he says with a sad shake of his head.

"But it's over for now?" Jean pushes for clarity.

Superman nods. He believes so. All this destruction...Toyman will need to rebuild it all again.

"Good enough," Jean decides.

"And what about Darci?" Cyclops asks, his expression and tone unhappy at seeing Clark and Jean hold hands so comfortably with each other.

"We'll protect her," Jean says as if it is the most obvious thing in the world.

"We will?" Cyclops questions that.

Jean shoots her ex a withering glare. Seriously. What is up with him right now? Jean knows he can be better than this. She wouldn't have fallen in love with him otherwise. And no, his obvious jealousy isn't an excuse. She went through this once with Scott when she was dating Duncan. She is not putting up with it again. First chance she gets to get him alone he is getting a piece of her mind.

* * *

 **The next day at the Institute...**

Spring seems to remain on hold. Mid-March and it is still cold. Walking around the gardens one finds Jean and Clark. The larger man's arm across his girlfriend's shoulder, holding her close, letting her share his natural, constant warmth.

Jean had noticed Clark had been on a bit of a downer since yesterday. Seems he's blaming himself for Toyman escaping in the exact same way as the last 2 times. Clark likes beating up on himself. Jean's noticed.

"Does it bother you?" Jean asks out of the blue.

"What does?"

"What Jameson has been accusing you of," Jean clarifies.

"Oh that," Clark says with a sad acceptance that he can't do anything about it. What Jean is referring to specifically is that, from a certain point of view, it looks like Superman just handed over an innocent girl to a nut-job. You can imagine what J Jonah Jameson would twist that to look like. He shrugs. "Jameson is Jameson," is all he can say really.

"But the Professor released a statement on your behalf and the X-Men's explaining what happened. How it was all a ploy," Jean points out. Yet Jameson is still ranting against her boyfriend and that is what is really bugging her. Clark's being slandered for no good reason.

"Jameson is Jameson," Clark repeats.

Jean scowls. It's not right.

Clark leans down and kisses her cheek. "Don't let him bother you."

"Does it bother you?"

"I accepted it as price I have to pay for what I did at Congress," is his reply which Jean can interpret to mean, yes it bothers him but he just won't say so.

Jean sighs and brushes a few strands of her red hair back. This is too depressing a topic when Clark's already low. Maybe move onto something else. "So I have to ask," Jean speaks.

"Hmm, what?" Clark wonders.

"How did you not notice Darci was not human Mr Super-senses?" she asks him in a teasing tone because it seems like the kinda thing he should have noticed.

"Says the psychic," Clark retorts in the same teasing manner.

"I have an excuse," Jean says in her defence.

"Oh really?" he asks sceptically.

"Yep. She gives out a psychic presence. Must be artificial and if I had tried to read her mind I would have realised that but as you know, I don't do that."

Clark shakes his head. "He went as far as to give her a fake psychic signature. Talk about creating a perfect imitation," he says in amazement at how far Toyman went.

"She is. That's the wonderful irony of this whole thing."

"How's that?"

"Toyman. He created an android so perfectly human she couldn't stand him and ran away. Just like any real person would."

"You and her seem to have...connected," Clark raises.

"I guess we have. I think we can be friends. Have to be to keep an eye on her. Like you said, Toyman...he'll be back." Jean then blinks. "I just had a terrible thought."

"What?"

"Well if Darci can fool you and I there could be others, out there, we don't know about."

"You know I'm the aspiring journalist here. Conspiracy theories are suppose to be my thing. Plus if you aren't the cheery optimist in this relationship we are in serious trouble considering just how broody I get."

"Well, that is true."

The two share a chuckle at that.

"Jean...I have a confession to make," Clark says, thinking he's put this off long enough.

Jean cocks her head and looks at him curiously.

"I overheard you and Darci talking the other day when you were repairing her. I heard what you said about me."

"Oh."

"Before you get mad let me say you were right. I did just...push you aside without thinking. I'm sorry," he apologises. "It's just..." he trails off.

"Just?" Jean pushes, sensing this might be important in understanding her boyfriend better.

"It's like I said before. About wanting to protect you. It's not that I doubt your ability to take care of yourself. My protective streak is..."

"Over-developed?" Jean puts forward.

"Yeah. Drove Rogue nuts."

"Ah. Your break-up now makes total sense. It was all your fault."

"What? No!" Clark snaps in his own defence. "She had issues about opening up and discussing her past."

"Really?" Jean questions that, giving him a look. This coming from the guy who hides his feelings behind a steel wall.

Clark rubs the back of his neck in his nervous gesture at her look. "It was a mutual issue?" he puts forward.

"Clark," Jean says in a soft tone. "To truly be with someone in a relationship means, at some point, opening up and risking your heart. Yes, it can be painful if it goes wrong but it's also the only way to truly find out if that person is someone you want to be with. Life, love is risk."

Clark contemplates that for several moments before saying, "Did you get that off my mom?"

"Ummm..." Jean errs, ducking her head.

"Oh please don't tell me you've been discussing us with my mom," Clark begs because that is just embarrassment level 20.

"I won't tell you," Jean replies.

Clark groans. Seriously?! His own mother?!

Jean just smiles innocently.

Clark takes a breath and stops. He turns to face Jean, taking her hands into his. "Jean. I know I'm a bit...closed off," he admits. "But I am trying here, really," he tries to assure her. "When you volunteered to play Darci I had in my head what you said, which is why I said nothing. I trusted you to handle it."

Jean's features soften at that, a glint of affection in her eyes. "I wish Scott would," she mutters.

"Yeah, what is that?" Clark asks, having noticed Scott's less than helpful attitude as of late.

Jean sighs. "He's jealous."

"Jealous?"

Jean nods.

"Of us?"

Again Jean nods.

"But you guys broke up the best part of a year ago."

"You know that and I know that but Scott is being a jackass."

"So you really..."

"I really what?"

"Forget it. I shouldn't have opened my mouth," Clark says, realising what a mistake he was about to make.

"You think what? That he and I...that I still have feelings for him?"

"It was a stupid thought."

"Yes it was," Jean states clearly. "Clark I'm dating you. Not Scott. You," she just has to make clear. "Will he always be my friend? Of course he will. Even when he is being a stupid jackass...which now I think on it is something you two have in common. I really need to get better taste in men."

Clark's eyebrows rise in worry.

Jean takes a breath. She knew dating Clark wouldn't be straight forward. She told herself repeatedly that it would require patience. The last couple of days she saw a side of his life she never had before but she's is starting to think she only saw a glimpse. She's also getting a glimpse of his insecurities and a reminder of how fragile his heart is. She needs to be careful but she also needs to be honest. "If you have really learned your lesson not to treat me as a damsel in distress Clark than I accept that as progress but clearly you're a long way from really letting me in."

Clark opens his mouth. She cuts him off.

"And I accepted that when I started this. I accepted that you are still hurting over what Apocalypse did to you. I accepted that your heart is still bruised over your last break up with Illyana. And I'm willing to give you time but I cannot, will not wait forever. A day will come Clark when you have to choose what you want. To risk your heart and find that ever lasting form of companionship or remain closed off and end up very, very alone. I want you to think on that," she tells him before she leans over and gives him a kiss on the cheek. "I'm here for you when you're ready," she promises him. "I'll give you some time alone."

Clark just stands there, watching her leave. His way of dealing with Apocalypse has just to be keep striving on but there's a difference between that and actually, finally, coming to terms with it.

The Professor's words. Not his.

He is, however, getting the feeling that if he really wants this thing with Jean to grow into something special than he is going to have to find a way to come to terms with it. To rediscover himself.

Problem is he doesn't know how or if he even can.

* * *

 _Author's Note: Of course Toyman escaped. He always does. Jean foreshadowing there a bit about the hidden robots amongst us. Thanks to everyone who wrote reviews. Next up; a call for help from Smallville in Fragile._


	32. Chapter 32

Chapter 32

"Prom?" Clark questions, saying the word as if it is foreign and strange.

His date nods cheerfully.

Clark wonders where this question suddenly came from. He and Jean had just finished another date, it had been more or less a month now since they started and they were walking back to the mansion. Jean was staying for the weekend.

"It's coming up soon," Jean reminds him. It was almost the end of March and the Prom was only a few weeks away now.

"You've had yours," Clark reminds her that she had her Prom last year.

"I know that," Jean says with a roll of her eyes.

"Ok I'll admit I'm lost," Clark confesses.

"Like that's unusual," Jean teases him.

The tall teen just gives her a blank stare.

"Honestly?" Jean asks in exasperation. "What does a girl have to do to make clear she's expecting to be asked," she clears it up.

Clark's eyebrows rise. "Oh," he finally gets it before rubbing the back of his neck. "Well this is awkward," he mumbles.

"What is?"

"You see I...wasn't actually planning to go," he confesses.

"What?!" Jean cries coming to a dead stop. "It's your Prom. How can you not want to go?" she asks, truly baffled...and here she thought she was slowly starting to understand her boyfriend. Guess not.

Clark stops and tries to explain. "Jean. Me and dances….not a mixy thing."

Jean arches an eyebrow and waits for more.

"Ok, look every time I go to something like this bad things happen."

Jean rolls her eyes. "That's preposterous."

"Hear me out," Clark requests of her, raising a finger. "Three years ago, Spring Formal, Smallville High, Tornadoes nearly wrecked the town." He raises a 2nd finger. "Two years ago, Sadie Hawkins Dance, Bayville High, those lizard creatures escaped Kurt's Brimstone Dimension and attacked the students." He raises a 3rd finger. "Last year, no date, didn't go and guess what? Nothing happened."

Jean just...looks at him as if trying to figure out what strange parallel world she's fallen into here. She shakes her head and strides off past him without another word.

Clark winces. He's messed up here...somehow. Don't ask him how but Jean's demeanour is not one of a happy person. And just when he thought things were going ok. At this rate he's doomed to be single and miserable for the rest of his very long life.

* * *

 **The next day...**

"You wanted to see me Professor," Jean announces her arrival into her mentor's office.

Charles smiles at seeing one of his 1st(and he'll privately admit one of his favourite) students. Publicly he never shows favourites. "Yes, Jean. Please sit," he requests of her.

Jean does so, wondering what this is about.

"How are you?" he asks.

"I'm fine, thank you."

"Studies going well?"

"Yes."

"And Darci?"

"She's...an acquired taste to many people," Jean phrases it as, "but I'm acquiring the taste."

Charles nods along. It's interesting that despite learning what Darci is Jean still calls the robot-girl a 'she'. He queries after Darci because it is just such a unique circumstance. From what Jean and Clark told him...it goes without question that Toyman is a genius of almost unparalleled brilliance. He's created a true artificial intelligence. It seems, almost, without even trying to. "I've asked you here because I need a favour from you."

"What sort of favour?" Jean wonders, puzzlement flashing over her lovely features.

"I got a call from Lilandra late last night and she needs help with a girl who may be a mutant. We're not certain."

Jean's brow furrow slightly as she awaits a fuller explanation.

"Her name is Maddie Van Horn and apparently she hasn't spoken since she was three when her mother was killed."

"Maddie?" Jean questions at hearing her twin sister's name.

"A coincidence I'm certain," Charles dismisses it as, picking up Jean's thinking since his student wasn't really making any effort to hide it.

"Uh huh," Jean says, not quite sure she's willing to just accept that. Too much weird stuff happens around here to just accept coincidences...and god, when did she get so cynical. "So why do we think she might a mutant?"

"Maddie's foster mother was killed. Every piece of glass in the room was shattered and used to kill her as if flung with some enormous force, almost bullet-like speed."

Jean's brow knots harder. "We think it was Maddie?"

"Lilandra is uncertain and she's not willing to use her telepathy on such a...fragile, her word, girl."

"You want me to try and reach out to her?" Jean guesses.

Charles nods.

"Why me? Lilandra has plenty of experience dealing with mutants."

"She's also Mayor and has a town to run."

"You have plenty of experience too," Jean smartly points out.

"True...and I will be there if you need me. However...there are personal issues I need to discuss with Lilandra that I've been putting off for too long," he confesses.

"Um ok," Jean says, not sure what to think on that. "So...let me clear something up. It's more than just helping this girl. There's a mystery to be solved."

"There is."

"Then we should ask Clark along. If there is one thing I'm learning more clearly these last few weeks is that he's good at solving mysteries like this."

"If you feel it will help then feel free to ask him along but we are going to have to leave before lunchtime," Charles informs her to be quick.

"Ok...but you still haven't entirely cleared up why you're asking me," Jean states.

Charles smiles enigmatically. "Let an old man have his secrets Jean but know I have complete faith in you to cope with this."

Jean shakes her head, amusedly. "You're not that old, Professor."

"That's always nice to hear," he says with a chuckle which Jean shares with him.

"And thank you for placing your trust in me."

"You'll always have that Jean," Charles assures her as she gets up and leaves. He is proud of her, of the woman she's grown into. What naggingly worries him is what he saw in Apocalypse's mind in regards to Jean's future. Of Jean being consumed and transformed into something...terrible. He's been looking for any sign of it but hasn't seen anything...yet. He can hope that Apocalypse's actions have shifted things so it won't happen but without understanding what it is he saw he can't know the origin which means that possibly dark future may yet await Jean Grey.

* * *

"What?" Clark asks at the strange look Jean is giving him.

Jean had just finished explaining everything to him. "You just agreed, no argument," she responds, perplexed by his response though she's not sure why. Maybe last night's fight is clouding her judgement.

"It sounds like this girl needs help. It's what I do. Why would I argue?"

"I...can't think of a single reason actually," Jean says, sheepishly.

"Surely you asked knowing I would agree."

"I suppose."

"Then I don't understand your puzzlement."

"Right now neither do I," Jean murmurs. "It's just...you know asking you to drop everything and fly halfway across the country."

"Which takes me like 5 minutes."

"I really wish I hadn't started this conversation now," Jean says with regret she ever did because she lost her way almost from the start. She briefly pinches the bridge of her nose.

"I know. And you're suppose to be the smart one of this relationship."

"I am the smart one of this relationship," Jean insists. "If you were then we wouldn't have had that argument last night."

Clark huffs. "The Prom thing? I explained that!"

"With a reason so dumb I'm not going to repeat it. Look your choice here, Clark. We can rehash that argument or we can get ready to go to Smallville?"

"It wasn't dumb," Clark mumbles. To him it made perfect sense. "I don't want to fight with you Jean because I know where fights like this end. Usually with my heart stomped all over on the ground."

"I'm not planning to break-up here with you Clark." Jean sighs, wondering how this conversation reached this place. "I said I would give you time and I meant it. Most of the time I love spending time with you."

"You do?" Clark asks with uncertainty.

Jean nods. "I do." She does. Clark could be incredibly sweet and thoughtful when he tried.

"I am trying."

"I know that."

The two stand there, looking at each other, an invisible barrier between them. One Clark puts up around himself. One he isn't ready to tear down just yet. One day, soon, he'll have to make a decision about whether to pull it down completely and let Jean in or not. Just not today.

"Hey Clar-whoops!"

One golden skinned girl looks very embarrassed at her clear interruption of something.

"You're busy," Chloe realises instantly. "I-I'll go," she stammers.

"No," Jean stops her. "It's alright. We're done. I need to go pack for the trip. Meet you at the jet in an hour?" she asks Clark.

Clark nods. Jean gives him a peck on the cheek and departs.

"Sorry," Chloe says after the redhead has gone.

"You have nothing to apologise for, Chlo," Clark assures her. "What is it?"

"Oh it was nothing major. Just wanted to see if you wanted to hang out. I'm bored."

"Where's Bobby?" Clark asks about her boyfriend.

"We're not attached at the hip Clark," Chloe says scathingly.

"I never said you were," he says defensively "But if you're bored I have an idea."

"Oh yeah, what?"

"A trip to Smallville."

"Smallville?" Chloe parrots, lost.

Clark nods and then explains to his blond friend what Jean told him and as he does he can see the curiosity flare up in Chloe's green eyes. "You have an hour," he tells her.

"Ha! Won't need 20minutes. I bet I'll be ready before you," the golden-skinned girl claims.

"Oh really?" Clark questions, folding his arms across his chest.

"Puh-lease. You were always late for everything back in Smallville," she reminds him.

"Usually because I was saving someone, half of the time, you," he retorts.

"Nuh uh," Chloe argues that shaking her head. "You were saving Lana way more than you ever saved me."

"That's true," Clark will concede. "You talked to her lately?" he wonders.

"Nope. Guess becoming a mutant made me undesirable friend material."

"I don't think Lana's like that," Clark feels he needs to stick up for his ex. "Probably just a shock to lose a year and a half of her life," he refers to her 18month plus possession by the 17th century witch, the Countess Margaret Isobel Thoreaux.

"I'm not denying that but come on, Clark, haven't even had a phone call, text, tweet, Facebook message nor email from her. It isn't exactly hard to stay in touch with someone these days."

"These days? You make us sound old," Clark gripes at her tone.

"Speak for yourself," Chloe fumes with faux-outrage. "My point is Clark that Lana has seemed to decided that we're no longer part of her life. I'm not even sure if she's still living in Smallville."

It strikes Clark then that neither does he. Wow. Has he really lost that much touch with his ex-girlfriend. "We should get ready to go," he says, not wishing to further examine that lost part of his life.

"Sure, sure. It'll be good to see the old town again."

Clark's not even going to ask if that was sarcasm.

* * *

"By the way why are we bringing the dog?" Jean asks, pointing at one dopey golden retriever, sitting beside Clark, as they wait in the hangar for the others to arrive.

"Because I'm hoping Shelby can reach Maddie in a way people might not be able to," dog's alien owner answers.

Jean ponders that for a moment and nods her head, having to agree. Sometimes dogs and other animals are used as a therapy technique. It might work. Probably won't hurt at the very least.

"So why did you invite Chloe?" Jean asks her boyfriend as they wait in the hangar by the x-jet.

"Because Chloe's got the best nose I know of to sniff out the truth behind all this."

"Clark, you could do this by yourself," Jean states. "So I ask again why did you invite Chloe?" she repeats her question, knowing there is more behind this than he has thus far explained.

"Do you have to be so perceptive on top of the telepathy?" Clark just asks her plainly.

"I've had to learn to be to read big dumb aliens who's skulls are so thick my psychic powers can't penetrate."

"Bart's an alien?" he questions that in faux-shock.

Jean rolls her eyes. "No. His mind can't be read because his thoughts move too fast as you well know. Stop avoiding the question," she playfully swats her hand at him.

"Fine," he accepts. "She's got to stop hiding in this mansion and I knew she couldn't resist a good old-fashioned Smallville mystery."

"I wouldn't say she hides," Jean argues with him.

"Oh trust me she does," Clark assures the redhead of his view. "You can try telling her all the time her appearance means nothing but..." Clark trails off and shrugs his shoulders as he runs out of words as he has done in trying to get it through to Chloe about the irrelevancy of her golden appearance.

Jean is just going to have take Clark's word for it. After all Chloe's his best friend and Jean doesn't know her that well.

Speaking of said girl she finally shows up.

Clark checks his watch in an exaggerated show. "Finally. I was considering sending out a search party."

Chloe rolls her eyes. "We don't all have superspeed with which to cheat.. Besides, unlike some big dumb aliens I could name, some of us actually take pride in our appearance."

Clark's eyebrows rise. "Says the girl who though skirts over jeans was a good look," he snipes.

"It was. You just have no ability to appreciate radical fashion choices," Chloe snipes back.

"Right, where's my phone. I just have to get Pete in on this conversation," Clark says as he make a show of searching for his phone.

Chloe rolls her eyes again. "Pete is as fashionably challenged as you are so don't waste your time."

Meanwhile, Jean looks on, her hand over her mouth, desperately trying to stop the giggles at the sheer ridiculousness that is Clark and Chloe.

"What?!" they ask together.

And that does it as Jean breaks into guffaws at the two who look at her with identical puzzled expressions...which on Clark is just so adorable. This is the side of Clark she just loves so much and wishes to see more of.

The two best friends roll their eyes simultaneously.

A throat being cleared gets everyone's attention as the Professor announces his arrival. "As amusing as whatever this is about we do need to leave," he encourages them to get on the jet.

"Just Jean being silly, Professor," Clark responds as she strides toward the jet.

"Me being silly?" Jean questions that as she follows her boyfriend. "Are you serious?"

"I can be. I choose not to," is his cheeky reply.

"Dork," Jean insults him fondly.

"That's adorkable, your word, not mine," Clark reminds her.

Chloe and the Professor just share a look as Clark and Jean playfully bicker with each other.

"This is going to be a long trip," Chloe mutters her view if those two keep this sort of flirting with each other up the whole way there as she makes her way up the ramp into the jet.

Charles just smiles amusedly. After so many years and so many students he's seen all of this before and you know, it is always wonderful to see and feel the happy emotions of two people together. Of course it is also a reminder that this trip is also about a relationship. His with Lilandra. Something he has left hanging in limbo for far too long and if he is going to see her...well he might as well sort if out, once and for all.

Charles is not sure he's looking forward to that but it can no longer be avoided so he rolls up the ramp and the journey to Smallville begins.

* * *

 **Smallville, Kansas...**

"Charles," the brunette Mayor of Smallville greets the bald man as he rolls down the ramp off the x-jet.

"Lilandra," he greets her back cordially.

Behind him walk out Clark, Jean and Chloe. Shelby is getting left behind for the moment. The location is familiar to all of them. It is Smallville's mutant community, located on what use to be the Kent family farm. A place the X-Men have had to help rebuild...twice. Once after the 2nd meteor shower and the second time after Lionel Luthor's madness during the Battle of Smallville.

"Why do I feel like a 3rd wheel?" Chloe whispers to her two friends at the seemingly awkward tension between the two older people.

Jean is getting that feeling as well. No wonder the Professor asked her along. Clearly there is something these two need to resolve between them.

Chloe, never comfortable with awkward silences, clears her throat deliberately.

Lilandra smiles and turns her gaze to the golden girl. "Hello Chloe," she greets the girl she knows quite well. Before Chloe left for Bayville she and Lilandra worked together often to keep on top of Smallville's craziness.

"Your Honour," Chloe greets her back, with a bit of a theatrical bow.

Lilandra smiles in amusement. "How are you?" she asks after her well-being.

"Oh, just golden," Chloe grumbles slightly.

Lilandra can't help but release a small chuckle.

"I thought Chloe, Clark and Jean could help get to the bottom of this little mystery," Charles explains their presence.

"Of course," Lilandra says, her tone sounding polite but you can't but feel it's masking her true feelings. "I'll take you to see Maddie. She's in the main house."

The group head for what was the Kent family home. Clark lets out a quiet sad sigh of longing. He does still miss this place. It was, after all, his home since he was 3 until they were forced to move out when the bank foreclosed 2 and a half years ago now.

They reach the house to be greeted by a young man. "Hey Lilandra," he greets her...before his eyes take in the rest of the group. They fixate on the golden, blond girl for several moments until he realises he knows her. "Chloe?"

Chloe pulls at her sleeves in her new habit. Clark nearly rolls his eyes in disapproval. Honestly she has got to stop doing that.

"Hello Jordan," Chloe greets her ex-boyfriend, Jordan Cross. She had met him after Clark left. He had the power to see how people would die when he touched them and he saved her life. She won't go into the varying reasons why they broke up...but she will say it was mostly him.

Jordan blinks. In all truth he had sorta lost track on what had happened to Chloe. He certainly had not known that she changed into...well that she had changed. "You're gold," is all he can lamely come up with.

"As you can probably tell we didn't date due to his dazzling verbal skills," she snarks to Jean, reverting to doing what she does best; snark.

Jean can't help but smile slightly.

"I didn't know you were a mutant," Jordan says in defence of himself.

"Life is full of surprises," Chloe dead-pans. "Sometimes ones you don't really want," she murmurs to herself.

Lilandra doesn't need her telepathic skills to know that perhaps she should move things on. "Ok, Chloe, you can use my office to do your research while I will introduce everyone else to Maddie," she proposes.

Everyone nods their agreement as Lilandra leads them inside. She had chosen to keep Maddie as close to her as possible and now that help was here, maybe they can get to the bottom of this mystery.

As Chloe heads to Lilandra's office she leads the other 3 up the stairs to where Maddie's room is. Jean has to levitate the Professor up since Clark is...well just being mild-mannered Clark Kent at the moment. The older woman knocks on the door. "Maddie, it's Lilandra. I have some new friends I would like you to meet. We're just going to come in, ok?" she asks, not really expecting an answer. The girl has spoken to anyone for at least 7 years.

The door pushes open and they find a girl with sandy blond hair, sitting on the bed drawing.

"Maddie, dear?" Lilandra queries, seeing if the girl is even listening.

Since the girl doesn't seem to respond one has to wonder if she heard them at all.

Lilandra sighs.

" _Typical response?"_ Charles telepathically queries.

" _Yes,"_ comes the reply. _"I just don't know how to reach her without using my powers which I wish to avoid. I really don't know what will get her attention."_

"We have a dog," Clark blurts out suddenly.

That can't possibly...the girl looks up at Clark, intrigue in her expression. Ok, on the other hand maybe that can work.

* * *

 _Author's Note: Clark's luck or lack of around dances will come into play around the finale to this story just to give you a small spoiler. Thanks to everyone who wrote reviews. Next up; Fragile part 2._


	33. Chapter 33

Chapter 33

So a short time later Clark, Jean and Maddie are talking the dog for a walk, heading towards the Kents' old neighbour, Ben Hubbard.

Clark throws a stick which the golden retriever goes and fetches and brings back to Maddie, who bends down, patting Shelby's head.

"Hey boy, good doggy," the girl whispers, unaware Clark can hear her.

"So, she can talk," Clark murmurs. That's informative. Louder he says, "Looks like Shelby likes you. Animals are great, aren't they? They listen to you, but don't say mean things back. Look, I might not be as furry as Shelby or wag my tail or bark, but I promise I'll never say mean things to you."

"Me neither," Jean joins in, seeing what Clark is trying to do.

They resume their walk. Getting no response for now from the girl. They end up inside Ben Hubbard's barn.

"You know I use to live on the farm the mutant community call home," Clark says. "Had to leave it. Back when I was your age my dad would let me jump in the hay stacks and when he shooed me and my friend Pete away we would come here, to my parents' friend's place and we'd do the same here. Hey, I have a surprise for you. Why don't you close your eyes. I promise it'll be worth it."

Jean looks at Clark wondering what he is up to.

Maddie gives in and closes her eyes.

 _Woosh!_

One quick superspeed later and there are piles of hay for Maddie to jump around in.

Jean shakes her head in amusement as she gently lets Maddie know it's ok to look...and watches the girl's eyes go wide at the piles of hay, bigger than she is.

"So what do you think?" Clark asks, looking a little proud of himself. "Want to give it a go?" He sees her not budging. "Let me guess, afraid of heights? I can relate. When I was your age I was terrified of heights. You know, Maddie...you and I have a lot more in common than you think. I was an orphan, too."

Maddie looks upward as if thinking it over.

"Back on the farm I use to have my own little clubhouse up there," Clark says. "And you know Mr Hubbard really was a good friend. He let me have a 2nd secret one not even my parents knew about when I really wanted to be alone."

Maddie runs up, looking excited to see what's there.

Clark and Jean follow her up and yes, there is a little clubhouse up there as well. Mr Hubbard had left everything.

"You were so lucky," Maddie says with a sigh as she flops down on a chair.

Jean looks at her boyfriend in amazement. He's gotten a supposedly mute girl speaking in less than an hour. It just makes her desire him more.

"You can be lucky, too, Maddie. It's not too late. We're gonna find you a good family," Clark assures her.

"Of course we will," Jean says in agreement. "Though maybe not one as crazy as mine. I have tw-three sisters," she has to remember to correct herself to include Madelyne, "and two brothers. Lets just say that many siblings can cause a lot of trouble." Especially her twin sister. "My parents blame their grey hair on us."

"Especially Jean," Clark quips.

Jean playfully swats him. "Hey, says you," she retorts.

"Any grey hair my parents have is all down to my sister," Clark defends himself.

"You wish," Jean scoffs.

The bickering pair are interrupted by Maddie giggling at them, her hand over her mouth.

The two smile softly at her.

"See, things are never too bad if you can still laugh," Clark tells her.

"It's just...people don't like me," Maddie says with a sad sigh.

"Well those people are crazy," Jean says instantly. "I like you. Clark likes you. Shelby loves you."

Maddie looks up at the pair. "Are you two...boyfriend and girlfriend?" she wonders.

"Yes. We are," Jean answers. "Still a relatively new thing..."

"...but we're working on it," Clark finishes.

"We are," Jean confirms.

"Hey, you want to go for a horseback ride, just the three of us You can chat up Buttercup all you want," Clark proposes.

"You have horses?" Maddie queries.

"Use to. When we left Smallville Mr Hubbard took them in...and I may have phoned ahead to ask him to get them ready for us," Clark says with false modesty.

"That's who you were speaking to on the plane?" Jean seeks clarity, wondering what the hell he was doing at the back of the x-jet on the way over, speaking in low tones on the phone.

Clark simply nods.

"Hello there Clark!"

Everyone there turns to see a middle aged man walk in.

"Hello Mr Hubbard," Clark greets his old neighbour. "How are you doing?"

"Oh fine. Got some interesting new neighbours since you and your folks left," Ben jokes as he walks up to the loft.

"Oh can't possibly be more interesting than us," Clark jokes along.

Ben's face takes on a contemplative expression. "It's a close run thing."

"Ok, ouch," Clark says in mock hurt.

"You goin to introduce me Clark?" Ben wonders about his two companions.

"Of course. This is Maddie, the girl I mentioned and this is Jean Grey."

Ben takes in the redhead. "You always manage to find the pretty ones don't you Clark," he compliments.

"Pure dumb luck I can assure you," Jean cuts in with a smirk, playfully aiming the jab at her boyfriend while she playfully elbows him in the side, making Clark roll his eyes.

Ben chuckles. "She's a keeper, son."

"I'll take it under advisement," he dead-pans.

Jean's focus suddenly shifts to Maddie as she senses waves of fear radiate outward from the girl. Her expression matches it and it seems to be aimed at Mr Hubbard for some reason.

Ben, meanwhile is unaware of the girl's turmoil as he merely says hello to her. "So you're Maddie, is it? I'm Ben Hubbard and like I said to Clark on the phone you're more than welc..."

Pop! Pop! Pop!

His speech is interrupted as every light bulb in the barn explodes.

Waves of panic flood Jean's senses from Maddie before she makes a run for it.

"What was that?" Ben asks.

Jean and Clark had similar expressions of deep thought on their faces.

"I'm not sure," Clark says.

"But we'll take care of it," Jean assures him.

"Just, don't tell anyone, please, till we figure out what is going on?" Clark requests.

"Son, never once have I ever turned down a request from a Kent. Well, once but I'm pretty certain your father would kill me if I explain further."

Ok, Clark is mentally noting to ask his father about that later.

* * *

Clark and Jean soon find Maddie, sitting under a tree, Shelby 'arfing' as the dog runs over to go see her.

Both of them can guess what happened. Maddie really is a mutant. No question about it now. The main question that is coming is what really happened to the girl's foster mother but they'll get to that.

Clark and Jean take a seat either side of the girl who is ruffling Shelby's fur.

"Maddie? Hey, what just happened out there? Did you break all those light bulbs?" the alien teen asks the obvious question.

"See, Maddie, we understand," Jean takes it up, her voice soft and gentle and full of understanding. "You have powers...abilities that normal people can't even dream of. And it's okay. You can trust us. The world isn't what it was. You have nothing to fear or hide any longer. You can tell us the truth," she gently pushes the girl to do so.

Maddie takes a moment longer patting Shelby before she answers. "Ever since I was little, I could break glass."

"Yeah?" Clark replies wanting her to continue.

Maddie nods. "And when I get upset, I can't control it."

"Were you upset with Naomi?" Clark asks. Jean is a little shocked he just asked her like that. That he was so blunt. It's almost out of character.

Maddie looks at him upset. "You think I killed her?"

"No. Of course he doesn't," Jean says sharply. "Do you?" she asks, daring him to contradict her.

"Of course I don't but the way she died...the truth deserves to be known," he says, his tone daring Jean back to argue that point.

"I didn't do it," Maddie insists. "I wasn't in the same room, and I can't do anything through walls. I liked Naomi. I would never hurt her."

"Ok. I believe you," Jean says.

"Me too," Clark agrees.

"J-just like that?" Maddie queries, shocked.

"Sure," Jean says. "And don't you worry about your difficulties in controlling your powers. It happens to all of us. I use to give my parents near heart attacks by lifting their car up all the time."

"Theirs and everyone else's in the whole street," Clark tags on. Jean told him about that.

"True," Jean concedes with a wistful smile. She was terrified at the time but can look back on it with more wisdom and fondness.

"W-what powers do you have?" Maddie asks.

Jean thinks for a moment before a funny idea comes to her...and she lifts Clark up, off the ground. "Telekinesis," she answers with a small laugh at Clark's miffed expression. "I can move things with my mind. I'm also telepathic but I promise you Maddie I have not read your mind. I don't do that without permission," she emphasises that last point.

Maddie seems to take Jean's word at that and then looks at Clark expectantly.

"I do have powers," he is willing to admit to reach out to her. "But you have to keep it secret in my case."

"Why?"

Clark lifts up his shirt, revealing the blue t-shirt with the S-Shield on underneath. "Because I ain't exactly popular these days."

"Oh, wow. I have a poster of you," Maddie babbles, blushing as she says it.

Clark smiles. "Oh really. None of that is authorised. I've been meaning to look into it...and Jean can you please put me down now?" he requests of his girlfriend as she still has him hovering there.

"I suppose. You are kinda heavy," she mock critiques.

"I am not heavy," Clark insists as he drops back down to the ground. "I have a dense molecular structure. Totally different thing."

"He's definitely got the _dense_ part down," Jean says in a conspiratorial tone, leaning into Maddie, making her giggle.

Clark rolls his eyes. "I walked into that."

"Yes, you did," Jean confirms smugly. She turns her gaze to Maddie. "So, how about we go and work on your control?" she suggests. "I'm certain we can find a way to make it fun...or if that fails have fun at Clark's expense," she teases.

"I'm just everyone's punching bag today aren't I?" the black haired teen drolls.

* * *

An hour later back in Ben Hubbard's barn Jean is smiling with pride as Maddie takes pieces of glass, pulls them apart and puts them back together. They had made a game of it and the girl was progressing fast.

It was quite extraordinary really. If Jean was to guess it would seem like Maddie could almost control glass at the molecular level. It would need proper equipment to really figure it out but that is what it seems like to Jean.

"That's really good Maddie," Jean praises her.

"Really?" she asks in expectation and hope.

"Yes. I have trouble controlling anything to that degree," she says to boost the girl's confidence. And it wasn't a complete lie. While Jean, in theory, can control things at the molecular level it's really difficult and requires a huge amount of concentration.

Clark looked at the scene with a smile. Jean was a natural at being a teacher...and one day, in the future, he could picture her doing that with her own children. His smile fades slightly because those children could not be his. Different species and all...and that's getting way ahead of themselves isn't it. Considering his track record to date it'll be a miracle if he and Jean last past the end of the year. He sighs at those depressing thoughts. "I need to check in with Chloe," he says suddenly.

"You're leaving?" Maddie asks sadly.

"Only for a short while. I left my friend Chloe working on a project and I want to see how she is getting on," he explains without telling the girl how the project is looking into her. "You stay here with Jean and Shelby. I promise I won't be long," Clark assures them as he rises to his feet and then shoots off in a gust of wind.

"Cooolll!" Maddie coos in awe at the display of power.

Jean snorts. "Not for your hair it isn't," she points out as she sorts out the girl's wind blown hair before fixing her own.

Maddie looks up at Jean with a soft gaze.

Jean has to admit she's really grown quite fond of the girl and it's been nice to see the way Clark managed to connect to her. Then again Clark managed to reach out and connect to Wanda as well and be the brother to the mutant witch her own brother, Pietro, could never be. He clearly has the qualities needed to be, not only a good sibling but a good parent as well if they...whoa, whoa, whoa. Where that that thought come from? Geez, they've been dating a month. Talk about letting your thoughts get carried away. Jean shakes her head.

"Hello!" a voice calls out.

"Hello?" Jean queries back as she wanders down from the loft to find a middle aged man standing there. "Who are you?"

"Frank Colbert, Child Services," the man replies. "I was told I could find Ms Van Horn here."

Jean looks back at Maddie and can see the girl's worried expression. She turns back to the new visitor. "What is this about?" she asks.

"I'm here to take her back to the shelter," he replies...and then, as soon as he says it, all the glass they were using to practice starts to vibrate…

* * *

When Clark enters Lilandra's office in the main house he finds not only Chloe, hunched over the computer(that posture can't possibly be good for her back), he also finds the Professor is there.

"Greetings Clark," Charles says. "How is Ms Van Horn?" he asks after the girl's welfare.

"Fine...and also a mutant."

"She is?"

Clark nods. "A Hyalokinetic. Her control is a little...sketchy but Jean and I have been helping her this last hour or so and she's gotten a lot better."

"Interesting," Charles remarks and he's not just meaning the girl. It's also interesting the image of Clark and Jean working and teaching together.

"I was really hoping you wouldn't say that," Chloe says with regret.

"Why? What have you found?" the alien teen asks as he peers over her shoulder at the screen.

Chloe sighs and reluctantly brings up what she had found. "Um, I took a peek in Maddie Van Horn's d-serv files…illegally by the way just in case the Professor needs to get the lawyers on speed-dial...and I hate to break it to you, but there's more than just one reference to broken glass. I think Maddie's not just accident-prone...she's disaster-prone."

"That doesn't prove she's a killer. Besides I asked her about Naomi and she denies she did it and I believe her. Chloe, if my parents didn't find me in that field, it could have been me in the foster-care system, scaring people with my powers, being accused of crimes I didn't commit," he points out. "Despite mutants being out in the open now there is regrettably still a lot of fear and misunderstanding."

Charles sighs sadly. That was very true.

"Clark, one of your greatest powers is your unrelenting faith in people," Chloe compliments him.

Clark's not sure he agrees with that. Not any more at least. Not since Apocalypse.

Chloe continues, "But when it comes to Maddie, there's just too much coincidence. For example, the car accident that killed her mother when she was little. It wasn't just a car accident that killed her mother...it was a freak car accident. Witnesses saw the front windshield mysteriously shatter right before the crash."

"You think Maddie's responsible for her own mother's death?" he asks his BFF in disbelief, now almost starting to regret he asked for her assistance.

"Well, didn't she say she was having a hard time controlling her powers?" she raises the point he himself only just mentioned.

"I'm still not prepared to just accept your argument. Show me what you've got," Clark tells her.

"Fine," Chloe accepts with a huff, annoyed that her hard work is being questioned so thoroughly.

"I'll go update Lilandra," Charles proposes. "Keep me informed on what you find."

"Will do, Professor," the golden girl agrees without looking as she and Clark bend over the computer together.

* * *

Back with Jean she is trying to take control of the situation before Maddie freaks out and loses control, even as the girl very reluctantly gets in the back seat of the man's car...and yes, before you ask Jean's already asked for the man's ID. He is who he says he is. "I wasn't aware there was any need to take Maddie back to the shelter. Isn't the Mayor taking care of her?"

Colbert does look uncomfortable at the mention of the Mayor. "It was very generous of Mayor Neramani to take care of young Maddie. However, even the Mayor is aware of due process. Maddie needs to return to the shelter so we can begin the task of finding her a new foster home. I know my duties, so does the Mayor. Now if you'll excuse me," Colbert almost rudely dismisses the redhead.

Jean knows she urgently needs to get in contact with Lilandra, the Professor and co to get this stopped. She is just about to send out a psychic SOS when the windows of the car begin to rattle. She looks at Maddie.

"It's not..." is all the girl manages before the windows explode, knocking the advocate and Jean to the ground and also impaling Jean in the shoulder with shards of glass. Jean gasps in pain as she struggles to focus, the shockwave having disorientated her.

Next thing Jean knows is hearing the car engine start up and drive away. She catches a glimpse of a man with sandy blond hair, the same colour as Maddie's as matter of fact, driving it before she succumbs to the growing darkness in her vision and slips into unconsciousness.

* * *

Back with Clark, he and Chloe are still trying to get to the bottom of the mystery that is Maddie Van Horn. One of the mysteries being that there seems to be no record of her father.

"Chlo, can I ask your advice on something?" he asks.

Chloe looks at him curiously. "Of course," she replies.

"It's about Jean."

Chloe sighs, pauses her work and spins the chair to face him. "What did you do now?" she asks, her voice expressing a tad of exasperation.

Clark rubs the back of his neck in his awkward gesture. "We had a bit of a fight last night."

"About?"

"Prom."

"Prom?"

Clark nods.

"Jean doesn't want to go?"

The tall teen shakes his head. "No. She does. I don't."

Interest alights Chloe's eyes. "Why?"

"Because it's-it's a dance. You know about me and dances Chloe. I'm cursed."

"Oh good Lord," Chloe swears, rolling her eyes in her familiar manner. "Not that garbage again."

"It's not garbage," Clark snaps in his defence. "Look, when I took you to Spring Formal what happened? Tornadoes nearly flattened the town. When I took Rogue those lizards escaped from Kurt's Brimstone Dimension. Last year, when I didn't go guess what?"

"What?"

"Nothing. Nothing weird. Nothing unusual. Nothing disastrous. Nothing happened."

Chloe stares at him for several moments before she formulates a response. "Ok. Lets just go with you're clearly nuts if you think these some sort of curse around you, you are clearly missing the point."

"Which is?" Clark asks with a frown at her insults. He's not nuts.

"Jean has had her Prom, right?"

Clark nods.

"Yet she wants to go with you. She is willing to put herself through all of it again, when she doesn't need to, **for you,** " the blond girl emphasises by jabbing him in the chest with her finger. "She wants to give you that experience. She cares that much, though God only knows why when you're being this stupid. My advice Clark is that if she wants to do this and make you happy, you make her happy by letting her do this for you. And I honestly can't believe I really need to be explaining this," she complains. "Surely by now you've developed some minor ability to read women...ok, scrap that. I forgot who I was talking to there," she rambles on.

Clark's brow knots together as he thinks. Chloe's making points he never considered before. Is Jean doing this for him? And if so...Rao, he might just have been a bit of a selfish jerk now he thinks about it. He sighs. "I'm really making a mess of this aren't I," he chastises himself.

Chloe looks at him carefully and chooses not to dump further on him. She's made her point already. "Clark, Jean has her own mind. If she wasn't happy she would tell you so," she gives her view. "If she didn't think you and she had a future she would also tell you that. The fact she is still dating you does imply she's happy enough for the moment."

"I'm really trying here, Chlo."

Chloe can see his earnest expression. "I believe you. I know you never set out to deliberately hurt anyone Clark."

"But I do so anyway."

"Clark, stop beating yourself up," Chloe tells him. "If you keep doing it then what do I have left to do?"

Clark looks at the smirk on his BFF's face and rolls his eyes at her. The golden girl sniggers and Clark finds himself joining in. Chloe really is a good friend.

Unfortunately the mood is soon spoilt by the phone call Clark receives right at that moment.

* * *

 _Author's Note: Thanks to everyone who wrote reviews. Next up; Fragile part 3_


	34. Chapter 34

Chapter 34

The phone call had been from Ben Hubbard and Clark had almost forgotten himself when he rushed back to his old neighbour's farm and gave away his abilities.

Almost.

He barely managed to retrain himself from appearing in front of the older man in a blur.

A short time later he had both Jean and the Child Services guy in the Smallville Mutant Community's own medical centre, since it was closer, being checked out.

Clark waits impatiently as the shards of glass are removed from his girlfriend's shoulder. As she is bandaged up his patience runs out. "Are you okay?"

Jean's face is a mask of regret. "I've never pretended to be perfect or infallible but I was suppose to be looking after her and look what happened. I never even sensed it coming," she blames herself for the loss of Maddie.

"Jean. It's not your fault. You were ambushed. No. The reality is I should never have left you two alone."

"Of course you should have, Clark," Jean argues with him. "Finding out the truth is important if we were going to help Maddie."

"Yeah and I was so focussed on it and...other stuff I wasn't listening out like I should have been," he continues to berate himself.

Jean looks at him curiously. Other stuff? What other stuff?

Before the two can continue this train of thought the Professor and the Mayor approach.

"An amber alert has been issued. Every cop in the state is looking for Maddie," Lilandra informs them. "You are certain on the description?" she asks Jean to confirm.

Jean nods. "From what I can remember, yeah. Mid-30s, sandy-blond hair."

"I just don't understand. Who would want to kidnap Maddie?" Clark wonders aloud.

Charles ponders an answer for a moment before saying, "Considering the effort it must have taken to find out where she was, my guess would be someone who has a deep connection to her."

That earns him 3 looks. Who could that be?

"I think I might be able to answer that," a certain golden-skinned girl announces, earning her a look from everyone.

* * *

Jean, with her bandaged up shoulder, Clark, the Professor and the Mayor follow Chloe back inside the house to Lilandra's office where Chloe brings up what she has found.

"I put Jean's description through a few databases I have and this is what I came up with. This him Jean?" the former wannabe reporter inquires.

"Yes!"

Chloe nods. "His name is Tyler McKnight, and I think he might be Maddie Van Horn's long-lost father.

"What makes you say that?" Clark asks for how she came to this conclusion.

"A few things. One; he was Maddie's mom's college sweetheart the year before she was born. Two; if you haven't noticed he and Maddie share a few features and Three and this is the clincher; he was was one of the 'guests' in Belle Reve."

"He's a mutant?" the Professor queries.

Chloe nods. "Twelve years ago he used his powers to rob a jewellery store. He got caught. The seven 5-carat diamonds he stole were never found as a side-note. Now guess how he robbed that store?"

Everyone looks at her.

"What? No-one. Oh come on. It's rather obvious. Like Father, like Daughter anyone?"

"He can control glass," Jean is the one who says it.

"Bingo!" Chloe praises Jean as the redhead nails it. "Maddie Van Horn is a second-generation meteor mutant."

That is, of course, fascinating to Charles being the study of mutation is his literal life's work. It's not the 1st one they've run across and it won't be the last. The changes wrought by kryptonite will live on for generations to come as the altered genes are passed from parents to their children.

"That's how Maddie doesn't know her father," Clark realises. "She's never met him."

"Nope," Chloe confirms. "Luckily...or unluckily for him I have a copy of Belle Reve's files from when Andrea was looking into Kevin's past for us. From what they were able to gleam from him during his stay he had the misfortune of being in a stained-glass workshop when the first meteor shower hit."

"And often the environment shapes what powers they develop," Charles fills in. "Did he escape when Magneto broke in?" he asks, referring back to the aftermath of the mutant reveal. Magneto broke the patients of Belle Reve out.

"This may surprise you but no," Chloe answers. "He didn't. He stayed. Finished his sentence. Model patient apparently," she says with the necessary sarcasm. "The shrinks, no offence Professor, gave him a clean bill of mental health."

"None taken," Charles assures her at using the term 'shrinks'. He would prefer the word charlatans due to the sheer ineffectiveness and corruption of the people who worked at Belle Reve. Their track record is appalling. Then again that was all Lionel's doing. He used the place to push his experiments into mutants. Therefore he ensured the people working there had a distinct lack of morals and ethics.

"I am also going to have to give Clark an apology," Chloe says.

"You are?" Clark queries. "For what?" he's interested in knowing.

Chloe sighs. "I was wrong about suspecting Maddie over her mother's death," she says with deep regret. "You see my sarcasm over the doctors at Belle Reve doubles when you see that McKnight was a model patient...apart from once. There was one time he escaped. Just before Maddie's mother died."

"It was him!" Jean angrily snaps, outraged.

"That would be my assumption," Chloe goes with.

"We have to find Maddie," Jean determines, eager to make up for her failure earlier. Her determination now doubled in intensity after learning just what Tyler McKnight is seemingly capable of. Her determination and her worry for Maddie's safety.

"Ok, how?" Chloe asks. "We have no idea where he's headed. Unless the Professor can track them?" she inquires, giving the man in the wheelchair an inquisitive look.

Charles sadly shakes his head. "Unfortunately with my absence from the mansion Hank thought it a good time to give Cerebro a thorough check over and routine maintenance. It's offline right now."

"Inconvenient," Chloe mutters.

"Very," Charles agrees.

Clark sighs. "Chloe, you've gone rusty," he critiques.

"Hey!" she protests. "I don't see you coming up with anything better," she hits back.

"Where did McKnight live when he was arrested?"

Chloe turns back to the screen and searches. "Um...with his mother...145 Hastings Road."

"She still alive?"

"Yes...oh. Wow. I have gone rusty," Chloe reluctantly accepts as fact. She can't believe that didn't occur to her.

* * *

The next step is obvious. Go visit Maddie's grandmother. A very kind woman who lets Clark and Jean into her home when they explain they wish to talk to her about her son.

Course Clark wasn't entirely sure Jean should be coming with her injuries. A point he made...and no, this is nothing to do with treating her like a damsel. He's learned that lesson. This time he's not worrying about her being hurt. She is hurt but when she insisted he knew there was no point in arguing with her.

For Jean this is about alleviating her own sense of guilt. She failed Maddie once...and people named Maddie twice if you want to include her twin. She's going to make up for that by finding the girl.

The first thing they learn when talking to Mrs McKnight is that she didn't know that Tyler was out...of prison that is.

"I can't believe they let my son out. Why didn't he come and see me?" she wonders, a sliver of hurt in her expression that her own son wouldn't come and see her.

"He probably went straight to see his daughter," Clark answers.

"Daughter? Tyler doesn't have a daughter," the elderly woman believes.

Clark and Jean share a look. Wow. He didn't tell his own mother that she was a grandmother. Why was this guy let out of Belle Reve again? Definitely not 'Son of the Year' material is he.

"Her name is Maddie, and she's 11 years old," Clark informs her.

"I have a granddaughter?" she queries as if she can't believe that.

"Yes, ma'am, and it's very important that we find her. She could be in danger," Jean tells her before noticing that Clark's attention has suddenly shifted elsewhere.

The tall young man is looking at an unfinished stained-glass window.

"Clark, what is it?" Jean asks.

"I've seen this before, at The Talon," he replies.

"Isn't it beautiful?" Mrs McKnight says. "He made it right before he was arrested. I don't have the finished piece. I had to sell it after my husband passed away."

"I see," Clark says as something begins to twig in his head. "Well, thank you for your time Mrs McKnight but Jean and I have to go. We'll let you know when we find Maddie," he abruptly brings this conversation to an end.

"I hope you do. Tell her I look forward to meeting her."

"We will," Jean assures her as the two leave the house. "Clark, what is it?" she asks her boyfriend as soon as they are outside.

"The image in the stained-glass. Did you see the 7 stars? They resemble diamonds."

"And?"

"The 7 diamonds Tyler stole were never found."

It finally clicks for Jean. "You think he hid the diamonds in the glass window."

Clark shakes his head. "I always wondered why they looked so perfect but I never twigged they were real diamonds...and since Tyler's now on the run after abducting his daughter he'll need quick money."

"The diamonds," Jean figures it out. "He'll go and get them. You...are really good at this," she just has to say, deeply impressed at her beau's cleverness. Impressed and kinda turned on actually. He's sexy when he's like this.

"Thanks but I think we need to hurry. Can I carry you?" he asks her permission.

Jean nods the moment before Clark sweeps her up in his impossibly strong arms and they superspeed away.

* * *

 **The Talon...**

Maddie Van Horn is one unhappy 11 year old. First she learns that the man who kidnapped her is her own father. Upon discovering she inherited her powers from him it instantly clicked in her mind what happened.

He killed her mother. He tried to excuse it that her mother thought him a monster and kept away from her. Well Maddie can see her mother was right. It was also him that killed Naomi. He excused that as well as just wanting them to be together. Father and daughter. That she _belonged_ to him.

And now they were here at the Talon for what exactly?

"I made this right before they threw me into Belle Reve. But I always knew that I'd get out and we'd be together. Watch this," he tells her as he uses his powers to take apart the stained-glass window he made and expose the diamonds hidden within. Tyler laughs with joy at regaining them after all these years. "I hid these here for you, Maddie, for us. These are the start of our new life. Take them. Go on, take them," he offers the 7 glistening jewels to her.

"No," Maddie refuses. "You stole them," she accuses him. She doesn't know for certain but it seems like a reasonable guess at this point.

"No, I didn't," the blond man claims...weakly which just confirms that Maddie was right.

"You stole them," she repeats.

"Please take them," he pleads.

Just then there is a gust of wind and Tyler is thrown across the room as Clark and Jean appears.

"Clark! Jean!" Maddie cries as she runs over to them. They engulf her in a big hug. "It's okay. It's okay. He'll never hurt anyone again," Clark promises her.

"Are you ok?" Jean asks.

Maddie nods, tears running down her cheeks as the couple continue to try and ease her distress.

They leave, for now, McKnight out cold and totally unaware of what just happened to him but soon enough they'll call the police and they'll cart his ass off back to jail where it clearly belongs.

* * *

 **Later that night in Smallville...**

"So how did the talk with Mrs McKnight go?" the Mayor of Smallville is asking her companion over the table at the restaurant they were having dinner in.

Charles takes a sip of his glass of wine before answering. "Very well. She's very excited to meet her granddaughter for the 1st time."

"I can imagine. Will Maddie be joining your school?"

"Ms Van Horn wants to but I think that is mainly because she has become quite attached to Clark and Jean."

Lilandra nods. "I think I can understand that. The two of them looked quite natural with her."

Charles has to agree. They did. "And as for whether Ms Van Horn will join...I said that I would leave it until the end of summer before I asked again. Give her and her granddaughter at least a few months to get to know each other. They have a lot of catching up to do. They are a family long kept apart."

Lilandra nods and takes an unusually long drink of her wine as if a painful chord has been struck.

Charles observes her closely. "Lilandra, you have to know I didn't come all this way just to help Ms Van Horn. I came because..."

"...we need to talk," Lilandra finishes. "I know, I know," she says with a sigh and then another large gulp of wine. She had been trying to put this off. It's obvious to anyone, even those of the not psychic persuasion, that she and Charles are attracted to each other but some months back their relationship went into deep freeze. Mostly because of her and it was after the revelation of the disease that most of those altered by the meteors are afflicted with. She had barely allowed a basic examination of her own cells to see if there was any degradation. Beyond that she had refused any deeper examination and therefore it became obvious she was hiding something. Something she didn't want to talk about.

Charles waits patiently as he can sense Lilandra almost arguing with herself in her head.

" _It's probably better we talk like this,"_ the elegant woman telepathically says. _"The truth is I didn't know how to explain this to you. Even after Superman revealed himself as an alien I didn't know how you'd react."_

Charles cocks his head slightly in puzzlement. What does Clark have to do with any of this?

" _It's ironic we're talking about estranged or separated family because my secret has to do with family. My family."_

" _You've mentioned your father to me,"_ Charles recalls.

Lilandra nods. _"But I've never mentioned my mother have I?"_

Charles shakes his head. No. She has not.

Lilandra reaches for her neck and fingers the pendant she almost constantly wears. It is of an unusual design. Charles had noticed that. _"This was my mother's,"_ Lilandra tells him. _"It's all I have left of her. She vanished from my life when I was a little girl."_

" _I'm sorry,"_ Charles expresses his sympathies.

Lilandra sends her thanks back to him. She refills her glass and takes another large drink as she tries to work up the courage. She can't put this off any longer...or she could and put and end to this relationship once and for all but no, she doesn't want to do that. _"I didn't know how you'd react,"_ she repeats her words. _"So I chose to say nothing. I chose to put **us** on hold and you've been far more patient than you should have."_

" _We both live busy lives, Lilandra,"_ Charles points out that it's not just her keeping quiet. It's him as well and their lives that keep them fully occupied.

" _If something is important you make the time, Charles."_

It's a good point, Charles will concede.

" _My secret starts and ends with my mother. My father never really talked about what happened to her. In all honesty and in one of my few defences of him I really don't think he knew what happened. I do know he didn't know who she really was. I didn't know. Not until I was 18. If you'll allow me I'll show you what happened."_

Charles gives his mental consent and lowers his barriers enough for her to send what are her memories into his mind…

* * *

 **The past...**

It was that summer between finishing high school and getting ready for college. It was hot, far too hot and Lilandra was sticky and sweaty and completely unable to sleep. She throws the sheets back and gets up, dressed in an elegant nightgown. She heads to the bathroom, turns the sink tap on and splashes cold water on her face before looking at her own reflection.

Her eyes are drawn down to the necklace she always wears. The only thing she has left of her mother apart from a few fleeting memories. She looks back up at her own face. People have commented she has very regal features. She wonders how much of her mother she sees when she looks at her reflection.

Lilandra frowns. Where are all these thoughts over her mother coming from suddenly?

The image in the mirror distorts to show a similar but different woman. "My daughter..." a ghostly voice echoes.

Lilandra's necklace glows.

A blank expression seems to come over her face.

Lilandra turns and strides out the bathroom with a new purpose. Before anyone knows it she is out of the house and driving to where even she does not know. It's as if some...force has possessed her.

She drives, seemingly, to the middle of nowhere, deep in the woods. She pulls to the side of the road and gets out and walks into the trees, still only in her nightwear. She enters a cave...and where it should be dark there is an eerie glow of light from within.

The source of the light is a cylindrical device of clearly alien origin about waist high.

Lilandra removes her necklace and places it into a slot, perfectly shaped for it, in the top. There is a hum as the device activates.

Above the device an image frizzles into existence. A hologram of the woman from the mirror.

Lilandra finally blinks as awareness returns.

"Hello my daughter."

Lilandra stumbles back a pace or two.

"I regret the coercion to bring you here. The necklace you wore uses telepathic signals to influence your mind. How it does this...it involves technology beyond your understanding. The fact we speak now means you are now 18 years old as it is measured on Earth and that the time has come for you to learn of your heritage. This device contains a recording of my thought and memories. I left it here to give you answers to any questions you have. So, my daughter, speak."

Lilandra stares, her mind at a loss. "I...who...are you?"

"My name is Shilimani. I am your mother."

"What is all this?"

The woman smiles softly. "That is a complex question, my daughter. I will answer it all but first let me say that it pleases me to see you have grown into a young woman. It also pleases me I can see more of myself than your father in you."

Even Lilandra can't help chuckle at that.

"The story I must share is...long and complicated. It starts a long time ago on a world far from here."

"What do you mean 'a world far from here'?"

"I am...I was the Consort to the Majestrix of the Shi'ar Imperium."

"You're...an alien?"

"In human terms, yes."

Lilandra gasps quietly. Her mother was an alien? "Then what I am?"

"Half. Your father is human."

"Then...how..."

"Shh, my daughter," the image says gently. "All will be explained. As I said I am a Shi'ar. We are evolved from avians and not primates like humans. What you consider as hair are in fact the remains of our feathers. On some it is more obvious than it appears with me."

"You said you were Consort to the Majestrix? What is that?"

"Queen. Empresses. Wife to the Supreme Ruler of the Shi'ar Empire."

"You're...royalty?"

"I am. I was."

"I do not understand."

"You are my youngest child, Lilandra but you are not my first. My husband and I had two before you. A son; D'Ken and a daughter; Cal'syee. Though like many a ruler my husband had mistresses he couldn't help but...fertilise," she says in some distaste. "For the most part my husband was a good man and a fine ruler...by Shi'ar standards. By human standards you may consider him an aggressive tyrant but the Shi'ar ways are much different from human ways. That will be explained in time."

"You used the past tense, earlier, when talking about your titles" Lilandra brings up.

The image smiles sadly. "Very attentive to details my daughter. That is true. Your brother and sister lusted for power. They overthrew and murdered their own father. I managed to escape and fled across space, leaving the borders of the Empire. Eventually I found this primitive world."

"Primitive?" Lilandra questions.

"Technologically, yes. Culturally...the human species is young."

"That sounds like a diplomatic attempt not to insult several billion people."

"Take of it what you will," the image says, amused. "However its primitiveness made it unlikely that my children would take any interest in it and therefore became the perfect place to hide. I studied the people and their many languages and cultures. It is truly baffling how a single species can develop such diversity."

"Well I think even we humans know we're walking contradictions."

"As I said; baffling," the image reflects with a shake of her head. "But it was also the only place I had to stay now so I ventured out, trying to find a place in this strange world. It soon became clear to me that to survive I needed to...how shall I phrase this...find someone to bond to."

"Dad?"

The image of the elegant woman nods. "I think I will spare you the details but it was not as hard as you might think. Apparently by human standards I am...attractive."

"You are," Lilandra will concede. "Did he ever know..."

"What I truly was?"

Lilandra nods.

"No," her mother says with a shake of her head. "But it helped me fit into this world. You father sought an attractive woman to appear beside him and I gave him that. For some reason I never understood that helped his standing in this society."

"And what about love?"

Lilandra's mother looks at her strangely. "You do not understand the Shi'ar. There are certain...emotions and qualities that humans have that we not only do not possess but are actively purged from our society. My marriage to your father was nothing but a business transaction. He got his...what is that phrase again?" she mutters, trying to recall.

"Trophy wife?" Lilandra suggests.

"Yes. That is it," her mother confirms. "And I got a place in this strange world."

"Uh huh," Lilandra says, unhappy. She folds her arms across her chest in a stern stance. "And what was I, exactly? What was my place in all this?"

"Unexpected."

Lilandra's eyebrows rise.

"Truly. I never knew humans and Shi'ar were genetically compatible. You were a complete surprise...and a complication."

"A complication?" Lilandra echoes, clearly getting annoyed.

"It would not take more than a cursory medical examination to discover I was not human, my daughter. You cannot believe the lengths I had to go to avoid any. Luckily your father was more concerned with his business than myself."

"Yeah, well that's a trait that hasn't changed," the young woman complains about the lack of parental love from her father, hurt clear in her voice.

"So human," the ghost of Lilandra's mother comments at her daughter's reactions.

"I was raised as one," Lilandra points out. "And how the hell has no-one noticed the fact I'm half-alien?!" she wonders.

"On the surface you appear to be human. After you were born I examined your biology. Even your cells look human at a customary glance. It takes a deeper look before the differences become apparent but make no mistake my DNA is part of you."

"Not enough for you to stay!" Lilandra almost hisses in anger. Her hurt at being abandoned coming to the fore.

"I had no choice. Agents of your brother, who was now Emperor, found my ship. It was only a matter of time before they found me and then you would be dead."

"How would I?"

"You are a hybrid, a mongrel, an affront to the purity of the Shi'ar royal bloodline. A contaminant to be removed but more than that a threat."

"A threat? To whom?"

"Your brother. From what I managed to learn before I recorded this his rule is not...popular. There are rebellions taking place. For those who wish to see him deposed you are a possible alternative to place on the Throne."

"Does he know I exist?"

"Not when I created this facsimile of myself but that was many years ago now. If he managed to capture me...Shi'ar have methods of information extraction you cannot imagine nor perhaps would you wish to."

"So you left to protect me?" Lilandra queries, almost hope in her voice.

"I...yes. I suppose I did," her mother concedes with a deeply thoughtful look on her face. "My plan, if you even want to call it that, was to return to the Empire and see if I could join up with the rebels. Unite them behind my quite legitimate claim to the Throne. D'Ken and Cal'syee were never remotely competent enough to rule. Utterly self-indulgent. I should never have left their upbringing to your father's allies but it was tradition. I shudder to think what state the Empire has fallen into under their rule."

Lilandra snorts. "You make it all sound like some royal court from the medieval period here on Earth."

"Actually it is similar from what I studied of human history. Sadly for your kind you allowed this notion of 'democracy' to become the dominant vision of governance. Such an inefficient style of government where because everyone has to get a view nothing gets done or it is 'watered down' so much in the name of 'compromise' it's as good as getting nothing done. Strength come from decisive action and decisive action come from one person making a decision."

"I don't even know where to start telling you what is wrong with that philosophy."

"You have no idea of what the Shi'ar philosophy is, my daughter. It is half who you are. That is why I left this copy of myself. To teach you."

"For what purpose? I can't leave this planet and travel to the Shi'ar Imperium can I? Earth isn't advanced enough. I'm going to learn about a culture I'll never see?" she asks, baffled by the purpose and already you can see the strong-willed, argumentative person who holds dear to her principles and beliefs shining through.

"It is your culture," her mother snaps at her. "It is your duty as a daughter of the royal bloodlines to learn and respect it," she states, her voice broaching no argument.

"Spoken like a dictator," Lilandra retorts snidely.

"You are a Princess of the Shi'ar whether you like it or not."

"Go with not, mom."

"Gods help me. You are an impossibly stubborn child. You were when you were little. I can see you still are."

"Who are you to judge me?!" Lilandra demands, her temper fraying. "You left when I was 3!"

"Is this what this is about? You feeling that I abandoned you."

"You did!"

"I had no choice!"

"You could have taken me with you! For God's sake you know what dad is like. He couldn't win father of the year short of bribing the entire judging committee. And for all your claims of what the Shi'ar can't feel I can remember enough to know you could be kind and affectionate. I remember my mother who tucked me into bed and told me stories. Who would make me feel safe and sound so I could sleep peacefully."

"The danger was unacceptable. On Earth you're safe. As I said it is a world that should hold no interest to the Shi'ar."

"Emphasis on the word 'should' there, mom. After all you said my brother's agents came here."

"They were looking for me. With me gone you were safe. Gods help me, you always did make me feel so much...more than a Shi'ar should. I never understood it. It scared me."

"Scared you?" Lilandra asks, curiosity intense.

"I would watch you sleep at night and I would feel...it was so intense. I can't even name it. There's not even a word in the Shi'ar language for it. It doesn't exist. I never felt it for your siblings so why did I for you?"

Lilandra can't answer that except for one possibility. "You said it yourself. You never raised them. Perhaps if you had..."

"Perhaps..." her mother concedes with a soft glowing smile. "Once in awhile there is a Shi'ar, a random mutation who feels what they shouldn't. Usually we purge them. Perhaps I am one who slipped through the net and was just clever enough not to show it."

"Or on some level realised you had to repress it to survive."

"Such a bright child."

"Well I would think I almost certainly get that from you."

"On that we agree. Your father is an idiot. Even by human standards."

Lilandra smiles slightly. "In all truth I don't know what to think of this. I don't even know what to ask," she admits how she is really feeling.

"Take your time, my daughter. I have as much as you need."

* * *

 **Back to the restaurant...**

Charles leans back as the images fade away and his awareness returns to his body and he takes a moment to absorb all that he saw.

Lilandra pinches the bridge of her nose as she takes a moment to put her mental barriers back in place and to calm her emotions back down. In a sense she just relived that and all the emotions that pivotal moment in her life raised. To her surprise she finds her hand enveloped in the warmth of another. She looks up at Charles.

" _Did you really think I would reject you because of that?"_ he telepathically asks her.

" _I didn't know."_ She mentally sighs. _"I've never really known what to do with that side of myself."_

Which may be more to do with why she didn't want to talk about it. Not that she thought Charles would reject her but she herself doesn't know how to deal with that other side of herself so doesn't talk about it. _"_ _We could find out together if you wish."_

" _We could?"_

" _That's up to you. I believe we don't need words to express how we feel for each other."_

" _We still have our very separate lives and commitments Charles,"_ she cautions.

" _True enough...but if something is important you make the time."_

Lilandra grins at hearing her own words. _"Wise words."_

" _Heard them from someone both beautiful and wise."_

" _Must be quite someone."_

" _She is,"_ he assures her, squeezing her hand.

They both know, that now the secret is out, they can…

...get interrupted by a phone ringing.

Lilandra mentally swears because its hers. Worst timing ever. "Hello!" she snaps in her annoyance. "What?!...You can't be serious!...Didn't you use the power inhibiting cuffs?...You don't know?! Well find out and keep me updated. I want him found!"

"What is it?" Charles asks in concern.

Lilandra answer is grim news. "It's Tyler McKnight. He's escaped."

Charles eyes go wide as he realises instantly where the man will go...or more accurately who he'll go after. "Maddie."

* * *

 _Author's Note: You know when I went back over this episode some of its plot points and timeline don't make sense. Tyler kills Maddie's mother when she was three except he was suppose to have been arrested before Maddie was born for the diamond theft. The only explanation I can figure is that at some point he escaped which kinda does not make him a model patient now does it? Point is none of this is explained during the episode. The contradictions are just left there exposed. Clearly someone didn't proof read that script closely enough._ _I already gave away a few stories back that Lilandra is connected to the Shi'ar and here, finally, is the exposition of her backstory. And of course McKnight escaped. They always do. Can you say police incompetence anyone?(It's a cliché I know). Thanks to everyone who wrote reviews. Next up; Fragile part 4._


	35. Chapter 35

Chapter 35

"Maddie? What are you doing?" Clark asks the young girl after he and Jean had found her back at Ben Hubbard's barn, sweeping.

"I made a mess earlier. I should clean it up," she says apologetically, referring to the bulbs she broke before.

"Oh Maddie. You didn't need to do that," Jean tells her.

"Jean's right. I spoke to Mr Hubbard about everything. He's fine with what happened."

"Really?" Maddie queries, not quite able to believe that.

"Yes, really," Clark reassures her. "Besides you're missing out. I was going to make you my mom's famous banana pancakes. I may not be quite as good as her but I think I'm passable."

"Although pancakes are really a breakfast thing," Jean mumbles.

Clark tuts. "Really, Jean. You've had my mom's banana pancakes and now you wish to deny Maddie the supreme experience?" he playfully chastises her.

Jean rolls her eyes. "That's not what I'm saying at all. And besides there's a difference between what Mrs Kent can do and what you can do," she retorts.

"At least I can do it. Last time you tried baking cookies they ended up being used as target practice down in the Danger Room."

"Is that where they went?!" Jean exclaims, not knowing that. One day they were sitting in the kitchen after she baked them. Next day they were gone.

"Don't look at me. Wasn't my idea. I think it was Dom's actually."

"Now that I can believe. I will have to remember to have _words_ with Ms Thurman," she promises with much foreboding for the monochrome mutant.

Clark almost corrects Jean that it's 'Mrs' not 'Ms' and then recalls that Domino only revealed that when she was drunk that time and it's not his secret to tell. All he says instead is, dryly, "Good luck with that."

Maddie giggles at the antics of the couple. "Clark can I ask you a question?"

"Sure," he says.

"You're an...alien, right?"

"I am."

"But you said you were adopted?" she questions in obvious confusion.

"Ah," Clark says in understanding. "It's a long story. Short version is that I was sent here as a baby and my parents found me in a field during the 1st meteor shower."

"So you've never met your real parents? Your real dad?"

Oh so that is what this is about. "I though I had for awhile but it turned out I was wrong. He was not who he claimed to be," he answers vaguely because otherwise he gets into the whole Apocalypse/corrupted Jor-El saga. He shrugs. "It's complicated."

"Was he bad?"

Jean slides in next to Clark and slips her hand into his and squeezes, knowing just how difficult this topic is for him.

"Maddie, just because someone gave me life doesn't mean I'm anything like him. See, the thing is, anyone can be a father, but it takes someone very special to be a dad. I wish mine was here right now and you would understand. He's a lot better at this than I am."

Jean would say that Clark's doing a great job. She's seeing a side of him during all of this she likes a lot. A whole lot.

"I wish I could just stay with you two," Maddie says with longing.

Jean steps forward and bends down to Maddie's height. "Maddie, you have a grandmother. She's very excited to meet you and for you to come live with her," she calmly reminds the girl.

"I don't know her. I know you," the blond girl says, clearly worried about what happens next to her.

Clark joins Jean's side and bends down as well. "Maddie, it's just you're gonna have to give it time to get to know her. And..."

The glass in the barn starts to vibrate and tears well up in the girl's eyes, her lower lip wobbles.

Jean tries to calm her down. "Maddie. Maddie, listen. Maddie, we would never let you go with anyone who's not gonna accept you for who you really are, okay? We promise. You're gonna be okay. We'll make sure. Okay?"

"You really promise?"

"Of course we do," Clark answers. "And look, you may be able to come see us after the Summer. Professor Xavier talked to you grandmother about attending his Institute."

"Did she say yes?" Maddie asks hopefully.

"She said she wanted to meet her granddaughter first," Jean answers.

Maddie's face falls. "She said no," she jumps to the worst case scenario.

Clark shakes his head in bemusement. "No. Maddie, she's never seen you. Until Jean and I went to see her she didn't even know you existed. Your father neglected to tell her."

Maddie makes a face at that.

Jean places a hand on the young mutant's shoulder. "Just give it the summer. She's your family and trust me, nothing is more important than family. I don't get to see mine nearly as often as I would like. When the summer is over...look when the summer is over why don't Clark and I be the ones to come see your grandmother and discuss your attendance at the Institute. How about that?" the redhead proposes.

"I would like that," Maddie says with a smile.

"Right then, how about we get those pancakes, hmm?" Clark proposes and Maddie nods enthusiastically.

The three make their way to Clark's old family home. They are just entering the door when they hear glass breaking from the kitchen.

"Maddie, stay here," Clark instructs as he almost blurs away. In the kitchen he finds Chloe...and Tyler McKnight holding a sharp piece of glass to his BFF's throat. A dim red glow starts to form in his eyes as his anger kicks in.

"Hey Clark," Chloe greets him in a nonchalant tone as if her life wasn't in mortal danger.

"Move a muscle and goldie here gets her throat slashed. Bring me my daughter. Bring me my daughter! Now!" the clearly unhinged man demands.

"I do not think so," a stern voice responds as Jean appears behind Clark and uses her telekinesis to yank the glass shard from McKnight's hand. Chloe elbows him in the gut and dashes over to her friends.

Everything glass in the kitchen shatters...which is a lot of things and with a cry of rage McKnight sends the cloud of sharpened shards at the three...only for them all to stop inches from hitting.

"Jean?" Chloe queries.

"It's not me."

"Maddie," Clark realises and all turn round to find the young girl behind them, her hand in the air, a look of pure concentration and focus on her face...and anger. Definitely can't miss the anger.

"Don't worry, Clark. I'm not gonna let him hurt any more people," the girl says, her voice chilling in its intent.

The glass cloud starts to coalesce into a 4 very sharp crystals which float over to point at McKnight's neck.

"Maddie, no," Clark pleads with her.

"Princess, what are you doing to me?" her father begs, fear etched on his face as the points touch his skin.

Jean can tell that Maddie is actually overpowering her father.

"Don't. Maddie, if you kill him, you'll be just like him. You don't have to turn into your father," Clark argues, trying to reach the good in her.

Maddie just shakes her head. "Maybe I don't have a choice."

"There's always a choice Maddie," Jean says and she know she has to remind the girl of that. "Just because you're his child does not mean that you're destined to follow in his footsteps."

"But he killed Naomi, my mother. I don't want him to hurt any more people."

"I won't, honey. Please. I promise. I made a mistake, Maddie," Tyler begs, truly terrified of his own daughter right now.

"Maddie, one of the most important things Professor Xavier teaches you is that you are not defined by your powers," Jean explains to her. "What defines you is what you choose to do with them. You can use them to dominate, like Magneto desires or you can use them to help people. To elevate everyone around you...and I know this better than anyone because I have an identical twin sister. Her name is Maddie too."

That catches the angry girl's attention.

"But she is nothing like me. She is more like him," Jean nods in the direction of the older man. "See our genes may be identical but our choices have created two very different people."

"Maddie, to do the wrong thing for the right reason is still the wrong thing," Clark offers. "Your father has already destroyed his life. Don't destroy yours. You have too much to offer this world."

Maddie finally sees it. How much Jean and Clark are afraid...of her….or is that for her? Whatever it is it snaps her out of it and she drops the glass shards. "I'm sorry," she sobs.

Clark and Jean bend down and hugs her. "It's okay. It's over now," Clark whispers soothingly.

"Not quite," Chloe says as she marches up to McKnight and slugs him one...hard sending him toppling through the kitchen table. "That's for the throat jackass," she says, letting her anger out...before she shakes her hand and winces. "Ow, ow, ow. Geez that hurts!" she whines.

"Of course it does," Jean says as if it should be obvious. "It's not like in the movies or on tv, Chloe. Punching people in reality hurts."

"Unless you're a Big Dumb Alien."

"Well there is that," Jean agrees, aiming a teasing grin at Clark who rolls his eyes.

"Or have mind powers and don't actually have to use your fists."

"That too," Clark agrees, shooting the teasing grin back.

Jean sticks her tongue out at him.

Chloe rubs her hand while looking at them. Huh. You know perhaps there is a real chance that this relationship will work out. Maybe. Better than 50/50 she would say. Clark seems to bring out a side of Jean Chloe has never seen before and Jean just maybe what Clark needs to heal. Being his BFF means she knows how deeply hurt he is even if he never says it. In any case she'll be supportive. That's what friends do.

* * *

The next morning finds the Professor in the Mayor's office.

"Yes, thank you, Paul," Lilandra is saying to her assistance as they end a conversation and he leaves her and the Professor alone.

"I'm having it investigated why power dampening cuffs weren't used. I expect a head or two will have to roll," she tells Charles in relation to Tyler McKnight's escape.

"Not yours I hope," he expresses his sincere feelings.

"It's politics, Charles. I'll take some flak. It's inevitable. Plus I'm a mutant. It doesn't help."

Charles frowns at that. He knows it's a truth. He sincerely wishes it wasn't. It just reminds him what he fights for every day.

"Though did you know there are some sections of the scientific community who are trying to have us labelled as 'Metahumans'?"

"Us?"

"Non x-gene people in possession of abilities. Apparently you need an x-gene to be an official mutant or something."

"I had heard a little about that," the wheelchair bound man confesses. "I didn't know it was becoming a major debate."

"It's not...yet but I think it will be soon. I have a feeling."

"The differences are minor. It involves the alteration or addition of genes," is Charles' view. Basically the differences are so minor it's hardly that important in his opinion. The end result is the same. People with abilities who need help. People who are discriminated against because of those abilities he needs to fight for.

"Perhaps what someone is hoping is to drive a wedge into those minor differences. The old divide and conquer strategy to keep groups that should be united at each other's throats."

That has been used in the past by those in power afraid of what would happen if confronted by a unified front to keep themselves in power by fighting a divided opposition. "What makes you have that feeling?"

"I am psychic you know," Lilandra drawls humorously.

Charles arches an eyebrow.

"Something I learned from my mother," she goes onto elaborate. "The Shi'ar...aren't very nice. They like to conquer worlds. It's a strategy they employ to keep control."

"Indeed. It's also a strategy used in the past here on Earth in many Empires of old," Charles could point out.

"Huh, I guess tyranny is similar everywhere," Lilandra realises.

"Do you wish to talk more about your mother?"

Lilandra sighs. She stands up from her chair and walks to the window and looks out. "I'm not sure what to say," she admits. "I mean I learned a lot from that recording or whatever it is about where I came from but it all seems so wrong. I'm an American. The very foundation of our nation was a rejection of privileged rule and inherited monarchical positions of power."

"Is it very likely you'll ever visit the Shi'ar?"

Lilandra snorts. "No. Humans can barely get to our own moon let alone another star system so unless my mother returns, assuming she is still alive, I think I'm stuck here."

"Is that so bad?"

Lilandra turns to look at the man she admires so much. "Of course not, Charles. This is my home."

"So where does that leave us?"

Lilandra actually chuckles a little. "Finally got around to that one, huh?"

Charles just sorta shrugs helplessly.

"We do live busy lives. You were right about that."

"And you were right that if something is important you make the time. Question is is what we have important enough to make the time?"

"I'm not even sure we psychics know what it is we have...but I do know I don't want a life without you in it," she says as she walks up to him and bends down.

Charles strokes her cheek softly, the physical contact allowing their mutual emotions to flow back and forth that much easier. They lean into each other and plant a kiss on the lips to seal the resumption of their relationship.

* * *

While that is going on Clark and Jean are taking Maddie to her grandmother's. The elderly woman is waiting on the doorstep as the three people stand at the end of the path.

"Go ahead, Maddie. There's nothing to be scared about," Clark encourages her.

"Yes, there is. You won't be with me. I'll have no one to talk to," the girl laments, her worry percolating through.

"That's not true, Maddie," Jean argues with her. "Your grandmother can't wait to talk to you. She wants to hear every word you have to say.

Maddie is still nervous and unsure. "What about my powers? What if I can't control them?"

"But you can, Maddie. I've seen you. Just like you did in the barn, remember?" Clark reminds her as he bends down to look her in the eye.

Jean joins him. "And in the kitchen with your father but if you ever feel like you're gonna lose control, all you have to do is pick up the phone. You call us. We'll be right there to talk you through it, okay?" the redhead promises.

"And besides just like we promised we'll come visit at the end of the Summer," Clark reminds her.

Jean nods along.

A tear falls down Maddie's cheek as she hugs the couple. "I already miss you both."

"We miss you, too," Jean says with a smile before taking a moment to be all motherly and fix the girl's hair and clothes so she's nice and smart looking. "Now, go on, your grandmother is waiting for you. She's gonna take good care of you," she gives Maddie one last encouragement..

Maddie starts to leave before turning back round and handing over to Jean a piece of paper. "I almost forgot," she explains with shy embarrassment as she turns and walks down the path. She gives Clark and Jean one last wave before she goes inside with her grandmother.

Jean sighs before she looks at the piece of paper and chuckles.

"What?" Clark asks.

Jean hands it over.

"Is that us?" Clark asks with a laugh of his own.

"I think so."

What it is a drawing of 3 people. Two adults and a child...only they're all stick figures.

"Now she's just trolling us," Clark jokes because she can draw way better than that.

Jean snorts with laughter.

The two walk away, hand in hand, laughing together, both feeling all the brighter for having had Maddie in their lives if only even for a short time.

* * *

 **Smallville Mutant Community...**

Chloe was standing on the porch of the main house and just looking out at the community. Considering only a year ago Lionel Luthor almost completely trashed the place they had rebuilt well...and it was looking just like a small village almost. Had to be over a hundred here now. People changed by the meteor shower...and she couldn't rule out perhaps a few run of the mill x-gene mutants...like her.

It's strange actually. Usually when she goes out in Bayville(which admittedly isn't often) people can't help but stare at her golden appearance. Here...nope, nada, nothing. Just people going about their every day business.

Families.

Children playing.

"Not at school?" she mutters her question.

"The school won't take them."

Chloe blinks and turns round to look behind her to find her ex-boyfriend Jordan Cross. "Sorry, what?"

"The school won't take them," he repeats.

"Why?" Chloe asks aghast at the notion.

"Because and I quote, the school has insufficient resources deal with their needs."

"What needs?"

"Their powers...though in the end it is all really an excuse to segregate us."

"Can't Lilandra…?"

Jordan shakes his head. "It's coming down from on high. State Level. The Governor."

"Well he's never getting my vote," Chloe vows.

Jordan smiles softly. "I'm sorry for earlier...staring at you," he apologises.

"It's alright," Chloe forgives him. "I still stare at myself in the mirror," she jests as he looks again at the children and a thought occurs to her. "You know while I disagree with the reasons they are not wrong in one sense."

"What sense?"

"Mutants...metahumans...whatever label they wish to stick on us, we do have unique needs when it comes to education. We need specialised help, tailored to our abilities. The normal state education really isn't cut out for that. Maybe one day in the future it will be...should be considering we're only going to become more numerous but right now there is a gap."

"Yeah, well we can't all go to that big fancy Institute Chloe. A lot of us would never want to."

Chloe looks at him carefully. "Why not?"

Jordan shoves his hands in his pockets. "Look, the cause, equal rights for us is all good and noble but most people just want..." he laughs here… "normal lives. Not fighting on some mutant team."

Chloe's brow furrows. She can't help but acknowledge he has a point. "Even if everyone did there isn't enough space," she tags on.

"There is that. Besides for those whose parents didn't kick them out would they want to, perhaps, travel very far away from their families?"

"Now you see why weren't you this philosophical when we were dating?" she asks him plainly. "Might have lasted longer." Though in reality they broke up because of Jordan's issues with his precognitive powers and his inability to let anyone close to him. Chloe got so fed up with it.

The blond hair girl turns back to the children once again. For so long she has been in a rut, lacking her former passion but...she hasn't worked it out yet but the issues Jordan just raised...something needs to be done and perhaps Chloe is the one to figure out what.

Look out world the Chloe-fire has been relit.

* * *

"Wow. I can see why you liked it so much up here," Jean remarks. Being that they were in Smallville Clark had decided to show her the old windmill he use to come up and sit on. The one which you can see Metropolis from in the distance. She shivers slightly. It's still too damn cold for the end of March.

Clark wraps an arm around her and uses his natural warmth to keep her cosy. "Yeah, it's a beautiful view," he says passionately.

Jean glimpses out the corner of her eye that he's in fact looking at her and not at the city on the horizon. She smiles. "City is that away, Clark," she points out, pointing.

"I know."

It makes Jean feel good inside that she can get him to look at her like that. She rests her head on his shoulder. "You know meeting Maddie has me thinking of the other Maddie."

"Your sister, why?"

"Remember Maddie was so afraid that she was just like her father."

"She's not...and Madelyne is not like you either."

"I know that Clark but it has to make you think as to why. Maddelyne and I are identical twins. The difference is how we were raised. If I had lived her life would I be just like her? It's a perfect example of that nature vs nurture debate." At those words Jean feels Clark tense up like steel. "Clark?" she queries in puzzlement at his reaction. "What is it?"

"I've heard that before recently."

"Heard what?"

"The nature vs nurture question...only when they said it...they made it sound like it was important."

"Who did?"

"Commander Hill?"

"Of SHIELD?"

Clark nods. "When I was rescuing Leslie, she was there. She was in charge of that...whatever we want to call it."

"Crime against humanity...illegal experimentation on people...illegally detaining someone without due cause and process?" Jean lists possible descriptions.

"Started big there and worked your way down didn't you," Clark makes a small joke about it.

Jean shrugs.

"I dislike that question immensely," Clark says in a moody tone all of a sudden.

"Why?"

"Because it removes choice. Despite everything, whether it's in your DNA or taught to you during however you are raised you should still have choice. The ability to decide who you are. Apocalypse tried that one," he says bitterly and with anger.

Jean's head snaps up at the sudden mention of Apocalypse. Clark has rarely ever talked about the ancient mutant with her. She can see that he is now staring out at the horizon, his mind clearly elsewhere.

"Days...weeks he tortured me. Trying to weaken my body so he could attack my mind. Nurture," he says the word with disgust. "He tried that. Psychic illusions where I would grow up as his brother, be taught the same things he was, to see the world as he sees it, to become just like **him!"** he spits out the last word in fury.

Jean's mouth is ajar. Holy...God! He's...he's talking about it. He's...actually opening up to her.

Clark's hands are now clenched into tights fists. "I hate him Jean. You can't imagine just how much. I have dreams of hitting him over and over until he's nothing but a bloody smear on my fists. Let him try and regenerate from that! Nature?! Nurture?!" he almost shouts the words this time. "Both can go to hell with him!"

Jean grabs Clark's face with her hands and gets him to face her and can see his eyes are glowing red with his rage. "Clark, please, calm down. Whatever he did it isn't worth making yourself feel like this. It was not your fault. None of it was."

"You don't understand Jean."

"Then enlighten me."

"Don't you get it, Jean. In the end he was right. He won. He ground me down, reshaped me in his image then unleashed me upon all you. Rao, I remember all of it. Every single second of beating my friends down and enjoying every moment of it. Relishing in their suffering. You're right you're nothing like your sister but the truly sickening thing is that I know exactly how she thinks...and what would it take for me to become like that again? Huh? You think War is gone? No, he's alive. He was made from parts of me and those parts are still there. Inside me is something...dark and terrible...and if you had any sense you'd run away from it."

By now the glow in his eyes is gone, replaced by utter anguish, tears rolling down his cheeks. The masks that Jean so often complains about are gone and for the 1st time she can see just how hurt and broken he is on the inside. The depths of the abyss of darkness threatening to consume him. She feels a flash of real anger. God what did Apocalypse do to him...and Storm and the Professor she has to mentally tag on.

She pulls the lost boy into her arms and hugs him with all her strength. "Shh, it's ok," she says soothingly, rubbing his back. "Let it out, Clark. Let it all go. I promise I'm here for you. I'm not going anywhere."

"Really?"

"Yes. Really."

His arms wraps around her, his head buried into neck and she can feel the wetness soak into her neck from his tears.

"You don't need to hide from me any longer Clark. We all have darkness in our souls."

"Even you?" he asks in a tearful whisper.

"Even me," she confirms. "Remember Mesmero? What he made me and the others do?"

"I remember I don't think I've hit him for that yet."

Jean giggles. There. There's her boyfriend. "My point is that while we all have darkness it's our choice, remember that word, what we do with it. Clark, you are the kindest, gentlest soul I know. You get hunted, hated yet you never stop trying to help people. Only the other week you helped someone most people might dismiss as being merely a machine but not you. You chose to believe she was more than that and give her the freedom to choose her own life, her own path. Don't let what Apocalypse did shroud the goodness in you. The way to beat him is to let the anger and hate go."

"Easier said than done Jean."

"I know...but I'll be here to help you."

Clark pulls back, his eyes red as he wipes some tears away. "Jean...what he did I can never forget. I can never forget what I did...what I became."

"No. You shouldn't but you need to forgive yourself Clark...and once you have you'll realise what I know."

"Which is?"

"That Apocalypse failed. I know you believe yourself tainted but let me tell you something; I don't see it. I see the same goofy farmboy who came to the mansion two and a half years ago...and thanks to your amnesia last month I know that he is still in there. You just have to believe he is in there too."

"I'm sorry, Jean you're going to have to do a lot of convincing," Clark apologises because he just can't see what she sees.

"Ah what is life without challenges," she muses aloud. "Although I can think of a good way to start right now," she proposes, her lips quirking upward into an impish grin.

"You can-hmmpff," his question is cut off by very soft, delectable lips capturing his own before it ends all too soon. "Jean wha-hmmpff," he is cut off again.

"Jean-hmmpff..."

"you're-hmmpff..."

"not-hmmpff..."

"playing-hmmpff..."

"fair-hmmpff..."

The fact she is now straddling him and can feel his very obvious reaction tells her that no, she is not. She bites her lower lip in a very erotic and sexy manner. "We're...not ready for this," she says somewhat breathless, though her very aroused body might disagree but Clark...no, his emotions are too raw. It would feel too much like taking advantage and she will not remind him of how Madelyne acted in anyway. When they do this...and Jean is now convinced it is only a matter of when...when they do this she wants it to be when they are both ready.

"No," Clark croaks despite what his body wants. "You really don't...I'm not human. We haven't actually discussed what that means."

Jean smiles. He's such a gentleman really as she slides off of him...only to make him groan by brushing up against the now sizeable bulge in his jeans. "Sorry," she giggles.

"No you're not," Clark gripes.

Jean impishly grins.

There are a few minutes of silence as both try and get their hormones back under control.

"Jean?" Clark breaks the quiet.

"Yes?"

"Do you still want to go to the Prom with me?"

Jean looks twice at him. "Really?"

Clark nods. "Yes."

"But before..." she is cut off.

"I was being an idiot."

"Well I was too polite to say it..." she drawls.

"No. I was," Clark accepts. "So will you Jean Elaine Grey do me the honour of accompanying me to Prom?" he asks her very formally.

"Of course I will," Jean accepts without hesitation.

"Thank you," Clark says and the happy couple exchange another kiss to seal the growing bond between them.

* * *

 _Author's Note: Fun fact; I almost made this arc an exclusive Professor/Lilandra one, linking Maddie's fears of her inheritance from her father to Lilandra's Shi'ar heritage but that was before I definitely decided to give Clark/Jean a go and then I realised I could make links to Jean's twin sister, the Nature vs Nurture thread I've been hinting at and even to what Apocalypse did to Clark, allowing him to start finally opening up and Jean to see the real pain he is in. Thanks to everyone who wrote reviews. Next up; It begins. Enter...the Collector(Kudos to those who recognise where I pinched...ahem, borrowed, this title from)._


	36. Chapter 36

Chapter 36

 **Secret SHIELD Facility...**

"All is ready, Creator," the robotic duplicate of Maria Hill is conveying to its builder. She was once again in the facility where the captured humans were kept, plugged into the console up against the wall. "The human creatures are unaware of our presence. All infiltration units are prepared to act at your command. Their history has been collected ready for storage and preservation. All target data is collated and transmitted to include a representative sample of this world's species."

" _...You have performed within expected parameters..."_

"... _All that remains is to ensure the capture of the Kryptonian survivor...and all the knowledge he possesses of his lost homeworld..."_

The Duplicate-Hill frowns in a very human manner. "We know he possess the 3 lost stones that contained Krypton's collected history but have been unable to locate where he has stored them."

" _...The Kryptonian will tell us their location when I arrive..."_

" _...A plan is already formulated on how to extract this information from him..."_

"Understood."

" _...Are the plans to lure him out into the open in place?..."_

"Acknowledged, Creator. His predilection to aid these human creatures gives a predictable method to trigger a response from him."

" _...There is a 100% probability that the human creatures will go extinct upon the arrival of the Multitude. All that matters is saving their knowledge and to understand their effect on the Kryptonian. How is he different to his kin..."_

"Nature vs Nurture," Duplicate-Hill states what it is her creator seeks to know.

" _...I shall be there in seven of their days. We shall have answers..."_

"Yes, we shall."

" _...Query. The Kryptonian Artificial Construct, designate 'Brain Interactive Construct'. It too must be collected..."_

"It's location has been known for sometime now. It has formed an association with Mutant subspecies, Alpha Level, designate; Emma Grace Frost. Its current goals in this association are not known. When you arrive designated units will capture it."

" _...All that was Krypton must belong to me. My Collection must be complete..."_

"It will be," Duplicate-Hill vows. "It is my function, my purpose, all you created me to be. I will fulfil my purpose," she sates with an absolute certainty that only comes with being a machine. It is a certainty that promises very bad things are about to befall the people and one alien in particular of the planet Earth.

* * *

 **Secret Military Facility…**

"Irons!" comes the booming voice.

Sergeant John Henry Irons snaps his attention away from the suit of high tech armour he's been working on. The African-American man spins round and salutes the superior officer now in his lab. "General Lane, sir!" he says with all the respect the man is due.

General Samuel Lane eyes the man carefully. Irons was brilliant but he was also frustrating. "Would you consider yourself a perfectionist, Sergeant?" he asks.

"Sir?" Irons queries, confused by the question.

"Whenever I inquiry about beginning manned tests of this suit I keep getting...what's the word here...oh yes, fobbed off!"

"Sir, Metal-Zero is not ready," Irons tries to plead his case. "Computer simulations show it puts an excessive strain on the heart," he tries to warn off human testing.

"I don't recall that being an issue with your prototype," Lane reminds him.

"Well that was before you had Luthor 'improve' it. I don't know where he came up with some of this tech but it's causing conflicts with other systems. The neural interface he created is far more...invasive than I ever planned for," Irons explains...and barely hides his disdain for Lex Luthor while he speaks.

Lane lets out a painful sigh. "Does it work?"

The dark skinned man blinks, slightly confused by the question.

"The neural interface? Does it work?" Lane clarifies.

"Well...yes," Irons will concede.

"Then get the suit ready for testing," Lane orders.

"Sir, in all good conscious I can't..." Lane cuts him off with a glare.

"Irons, need I remind you that we are falling behind. SHIELD has its Mandroids..."

"Which Lionel Luthor hacked and almost used to murder 40,000 people," Irons reminds the General.

Lane continues almost as if Irons hadn't spoken. "Lionel Luthor had his 'Prometheus' armour. Stark has his Iron Man armour. We have mutants and aliens and monsters crawling out of every shadow and right now a US Army unable to meet this threat. I will not rely on SHIELD for our nation's protection considering..."

"Considering what, sir?"

Lane is wishing he hadn't opened his mouth now. He just decides to air what he knows to emphasise to Irons why this is so important. "There's been some talk that since people like Magneto don't respect any sort of border or nation we need an agency that can operate across all borders too. The suggestion is that SHIELD becomes an international security agency, answerable to some sort of probably new UN Council or Agency."

"I...see," Irons says carefully.

"Therefore it is more urgent that our army is ready to tackle any threat this country faces and your armour can do that. It is the only way any normal human being can bridge the gap with all these superpowered people."

John Irons is a patriot. Make no mistake about it. He wants his country to be safe. "I'll get the suit ready," he reluctantly capitulates. He just hopes he doesn't regret doing so.

Lane nods. "Good."

"Just one condition, sir."

"You are really pressing your luck aren't you?" Lane says with a hard stare.

Irons meets the stare of his commanding officer.

"Very well, Sergeant," Lane capitulates this time.

"The first sign of danger to the test subject we shut it down," Irons lays out his demand.

"Fine," Lane agrees with an annoyed shake of his head.

"And is the test subject in place?" Irons wonders.

"I already sent word. He'll be at the base shortly," Lane answers with complete confidence in this man. Though this man does come along with one particular and personal headache to Sam Lane.

* * *

 **Metropolis…**

A very annoyed looking brunette, dressed in a vest top and shorts has her hands on her hips and a death glare in her eyes as she stands in her apartment bedroom.

"Stop giving me that look, Lois," a tall, fit man says as he packs a bad.

"What look? The look where I happen to be _slightly_ upset that my boyfriend drops everything whenever my dad snaps his damn fingers!"

John Corben mutters something under his breath before saying out-loud, "He's my commanding officer, Lo. What do you expect me to do?" he asks her in all honesty.

"Oh I don't know. Throw me down on the bed and ravish me. That's a good one," Lois retorts in her usual brash manner.

John stops packing and looks at her. He walks up and rubs her arms. "You know I would love nothing better than to do that, Lo," he says genuinely because really, dayum. Just look at her. "But I am a soldier. I have my duties...and you knew that when we started dating," he reminds her.

Lois fidgets on the spot. Damn she hates it when he has a point. Nonetheless she won't just accept this lying down. "What is it exactly my father is wanting now?"

"I wasn't told," John replies as he goes back to finishing his packing.

Lois snorts.

"Some stuff is classified Lois for a good reason. National security."

"Oh spare me that tired old excuse, John. I heard it from my father all the time as to why he never had time for me or Lucy," the brunette dismisses his argument.

"And yet look where your sister is now?" John reminds her, almost snidely.

"She's at military school to keep her out of trouble," she retorts.

"Yeah, cause you never get into trouble right? How many times has that vigilante had to save you?"

Lois broils. So Nightwing may have had to save her once or twice. So what? "Pursuit of the truth is worth a little personal risk," she defends her profession.

"It is not worth your life Lois."

"You do not get to tell me how to live my life, John! Sharing my bed does not give you that right."

"I am not having this argument again with you Lo. I need to get going," John tries to curtail it because he knows how it ends. They've had this argument before over the trouble she gets into for her career. It always ends with them having a 'break'. Sure the make-up sex later is amazing but it does get a little tiresome. Let him tell you; Lois Lane is hard work...yet he can always say he wants nothing better than to get back to her. Someone explain that contradiction please?

"Yeah, yeah, whatever," Lois hides her hurt with indifference. "Give my best to my dad."

"I will," John replies before he picks up his bag and is marching out the apartment to the waiting car that has been sent for him.

Lois goes to the window and watches him leave, spotting one last glance from him upward toward her before he gets in the car. She sighs. Why oh why did she have to get involved with a soldier and not just any soldier but one who works for her dad. What was she thinking?

Probably that he was kinda hot...which he is. And that he was above the average trained monkey who works for her father.

And also called away on a secret mission in the middle of the night and not expecting her to investigative what was going on?

Yeah, right. It's like they don't know her at all.

She grabs her phone and dials. "Hey Andrea, it's Lois, listen I think there's something we need to look into..."

* * *

 **Secret Frost Industries Facility...**

"So does it meet with your satisfaction?" the ever gorgeous blond that is Emma Frost is asking her partner as they tour a new research lab she has had built for him...and she is using the word 'him' here very lightly.

"Satisfaction is an emotion. I do not possess emotions," the Kryptonian artificial intelligence known as the Brain Interactive Construct(aka Brainiac) replies.

Emma is kinda sceptical in regards to that. She may not be able to read his mind but she's pretty certain she's seen emotions flicker across his face. "Yet you imitate them," she counters.

"Only to better blend in," Brainiac explains itself. "As for this lab, it will suffice. Your technology is so ridiculously primitive. Its barely above stone tools," he insults the human race in general.

"Well we can't all be survivors of an advanced alien civilisation can we," Emma drawls. Yes, she knows. As part of their partnership agreement Brainiac explained what he was. He explained his plan to free his master; General Zod and then the world will fall before them, with her at Zod's side.

Why is Emma going along with this you may ask?

Because she has been betrayed, outcast from the Inner Circle, her positions of influence removed from her. She pissed, she's angry and she wants it all back by whatever means it takes. Then there's Scott…

Emma mentally sighs. When did she get so weak? But she can't deny that she...she, oh for heavens sake, she loves him! There. She said it. In her head. Are you all happy now?!

And Emma will get him back as well. She just has to time it right. And she knows that opportunity may well be coming soon. That that infernal, inferior rival of hers, Jean Grey, is dating that human boy. Emma has made sure to keep her spies keeping track on events at Xavier's.

"Are you certain you understand what will happen when I complete my work?" Brainiac wonders.

"I know exactly what will happen," Emma states, insulted she's being talked down to. "Just remember our agreement. My students are to be spared. Everyone else can go to hell as far I am concerned."

"Your students will have the great honour of serving General Zod. Just ensure they do as they are told when the time comes," the AI warns her.

"My students know who they serve," Emma says icily, her gaze matching her tone.

"We shall see."

"Whatever," Emma mutters as she strides off.

"Where are you going?"

"I have a business to run," Emma replies. "And you have work to do. Why don't you get on with it," she suggests.

Brainiac watches the human mutant depart. Yes, he has much work to do but it will not take him long. He has already spent the past few months preparing everything. This lab is just a place to bring it all together. If he had emotions he would feel pity for just how stupid that woman is. She is merely a means to an end and she will not get what she believes she will. All that matters is freeing his master...and bringing the House of El, through its sole survivor, to its knees.

So in a burst of superspeed he begins his work to bring about that very end.

* * *

 **District X…**

Is perhaps the one place a girl with golden skin does not stand out.

So why is Chloe out here in the middle of the night?

Well it's not her first trip down here lately. Admittedly not usually at night but she couldn't sleep.

Ever since her trip to Smallville a couple of weeks back her brain's been fixated on what she discussed with Jordan, about mutant kids not attending school...and there are plenty of them down here.

And that's only the start of a lengthy list of problems this place faces. She knows Mr Kent is trying his best but a Mayor is not all powerful. There is an elected council that has to pass anything significant and there are a lot of anti-mutant voices on Bayville's council.

Just look at this dump of a District. No wonder those charities the Professor helps fund are always down here.

But you know what if Chloe isn't careful she's going to spread her net too far and too thin. Her main focus should be those kids. Hell she is almost one of those kids. If she hadn't 'died' would she have been booted out of Smallville High too?

Point is she keeps coming down here to try and figure out an answer as to how to help them. Her passions have been reignited. What is the solution?

Chloe walks round the corner…

"Oof!"

Squelch!

Squelch?

Chloe brushes some of her blond hair out the way and finds a rather misshapen silvery blob in front of her that after a moment takes the form of a red-haired girl. "Oh my God! I'm so sorry! Are you ok?" the golden-skinned girl asks in concern.

The silvery-metal girl blows out a breath she doesn't actually need. Old habits. "Yeah. I'm fine. I'm just lucky you weren't one of those mutant hating nut-jobs getting the drop on me."

Chloe cocks her head curiously. "What makes you think I'm not?"

"You've seen your reflection right?" the metal mutant asks sardonically.

"I have," Chloe says moodily.

"I'm Cessily," she introduces herself cheerily. "But everyone around here calls me Mercury."

"Chloe," she says back. "Codename; Still Pending."

"That's an unusual codename."

Chloe gives the girl a snarky look.

Mercury grins, proud of herself. "So...you new around here?" she asks. It's very common to meet new mutants coming here. They arrive all the time.

"Sorta," Chloe answers vaguely.

"Are you...made of metal too?" Cessily wonders, peering at the girl closely. She's never met anyone remotely like her before. Even other mutants are a bit...standoffish due to her nature.

"Not as far as I know. It's just my skin turned gold."

"Oh."

"And I have healing powers."

"Ah. Well, you should be careful," Mercury advises. "It's not always safe to roam around the streets. We get targeted a lot."

"Yet you're roaming the streets," Chloe points out.

"I'm on patrol," Mercury declares, a hint of pride in her voice. "We've got to look after ourselves," she explains.

"By yourself?" Chloe questions. "That's not very safe," she thinks.

Cessily's formerly cheerful tone falls away. "Well, uh, it's usually partners but you see, the others...he-she was sick tonight."

Wow. That's a terrible lie. Why is she lying? "You know I think I heard about you. Weren't you the one who helped out when the FoH attacked here last year?" Chloe asks, the memory of hearing the story trickling into her mind.

Mercury nods with a bit too much enthusiasm, her long ponytail bouncing around wildly. "Yep. That was me," she declares, pointing at herself. "Everyone's hero!" she proclaims.

She doth protest too much, Chloe reckons. Now she wants to know why. "How about I keep you company?" she offers.

Cessily's pupil-less eyes blink in surprise. "Really?"

Chloe nods.

"You-you want to hang out with me?" she asks the question as if it is the strangest thing she's ever heard.

"Well it would be more like you keeping me safe, right?" Chloe phrases it as.

"Uh...yeah! Sure!" Cessily agrees eagerly. "That's me. Ms Protector!"

"I thought it was Mercury," she jokes.

Cessily giggles. "Good one," she congrats as she gets it.

Chloe smiles. "So...which way?" she wonders.

"Oh..uh," Cessily ums and errs as she looks around, her head twisting round impossibly thanks to her liquid neck. "That way!" she decides, clearly randomly as her head snaps back round.

Chloe tries not to cringe but it was really weird what the girl did there...and just, wow. Could this girl signal out more she's hiding something? Chloe's natural proclivity to discover the truth is kicking into operation overdrive here...ugh that was a terrible power ranger series. She's never forgiving Bobby for making her watch it. However, she will find out what is going on here. That she swears as the gold and silver coloured girls walk along the side-walk.

* * *

 **At the Institute...**

Is where you find Clark and Jean getting back very late from their current date. Ever since Clark cracked open his inner turmoil just a bit to Jean a couple of weeks back she's found slowly, bit by bit he's letting her in deeper...which is, of course, what she wanted. They talked...it was getting more personal, the stuff you only talk about when a relationship starts to get more intimate. Sharing those more personal details and feelings.

And the more he let her in, the deeper Jean wanted to get. She is convinced she can heal him...or at least help him on the way. And the deeper she gets the more Jean is finding she just wants him, period.

Her feelings...they're getting deeper and more intense. She has already admitted to herself she physically wants him.

Which could be why when they try to part for the night at Jean's door, she instead finds herself pinned up against it, mouths and tongues locked together, battling for dominance, her legs wrapped around his waist as his hand gently hold and caress her rear.

"God," Jean gasps as she desperately sucks in air. Is this it? Is this the night? Does she invite Clark in? There is only one way that'll end. She can already feel the heat pooling between her thighs at the thought. She finds herself staring into his blue eyes, to the literal ring of fire deep within. Is he thinking what she is thinking?

The answer is basically, yes. Then again Clark is a guy and like any human male sex pops into his head quite often...but it is more than the sheer physical attraction. Yes, Jean is gorgeous. You'd have to be dead or gay not to desire her but these last couple of weeks, since he opened his heart up just that little bit back in Smallville, the dynamic of the relationship had shifted.

It was getting more intense, sharing personal stuff you would not share with just anyone. They were rapidly approaching putting their relationship onto a new level. If she invited him in...he wasn't saying no. He can already feel his body starting to _harden_ at the thought.

Jean swallows. "Clark..." she begins.

"Whoa!"

Jean and Clark's heads snap towards that voice, belonging to a certain purple-haired Brit who is looking at them wide-eyed.

"Betsy?" Jean queries.

Betsy's lips adopt a lopsided, amused smirk. "Well, well, well you go away for a trip home and come back and find out you, apparently, missed everything...but don't mind me. You two continue," she cheekily permits.

Jean's legs unwrap from around Clark and touch the ground. It takes her a moment to test whether they still have the strength to hold her up. She clears her throat, heat rising up in her cheeks as she realises just what position her fellow telepath found her in. "I-I, um, didn't know you were back," she says. "You never said," she accuses, trying desperately to turn this topic off her and Clark.

Betsy is probably going to have to have this grin surgically removed. She is sure as hell never letting these two forget how she found them. She shrugs in response to Jean's accusation. "Wanted it to be a surprise."

"You succeeded," Clark mutters, his cheeks as red as Jean's, as he desperately tries to get his turned on body to cool off. Unlike women there is clear physical evidence for when a man is aroused...and he really does not want Betsy to notice _that._

Betsy can't help but mentally laugh at the two squirming with embarrassment at the way she caught them. "Clark, how are you?" she asks, barely able to hold back laughing out-loud.

"I'm good. You're up late," he keeps his answer as minimal as possible.

"I'm still on British time," the telepath replies. "Which means I think it's about breakfast time."

Clark suddenly checks his watch. "Wow, it''s after 2," he suddenly realises. Not that he needs sleep. He doesn't but Jean does.

Jean is shocked. She hadn't realised it was quite that late...but now that she and Clark are really talking they do seem to lose track of time.

"I'll let you get some sleep," Clark says, because Betsy's appearance has completely killed the mood. He leans in and they share a kiss. "Sleep well," he murmurs lovingly, lingering a little too long, his hand caressing her cheek before he dashes away in a blur.

Jean lets out a lingering sigh of want...and the catches Betsy's smug look. "I'm off to bed," she announces.

"Of course," Betsy says too easily.

Jean turns and strides into her room.

" _But Jean, luv, we will be talking about this later,"_ Betsy's telepathic voice says with a salacious laugh.

Jean rolls her eyes. Fantastic. She can't wait...not. Jean lets out another sigh...and her eyes fall upon her bed...where if Betsy hadn't shown up she and Clark...oh, no, no. She doesn't need thoughts like that. It'll just leave her horny and frustrated and unable to sleep. After all it's not like it's been a year since...oh hell. It has been almost a year.

Jean lets out an audible groan. Maybe a cold shower first…

* * *

 _Author's Note: Sorry for the long, long delay in updating. Real life has been crazy busy these last several months. Anyway back to the story. The pieces are moving and falling into place as we approach the climax of this story. Up to now SHIELD has been an agency of the US Government but I thought it time to start moving it along to become the global security agency it is destined to be. So Project Metal-Zero and John Corben...yep, still can see nothing but good things ahead. No. Really. Stop giving me that look. Yay, Betsy's back! Happy days are here again! Thanks to everyone who wrote reviews. Next up; Enter...the Collector part 2, can you say Prom?_


	37. Chapter 37

Chapter 37

 **The next morning at the Institute...**

" _Well someone's looking a bit of a sleepy-head this morning,"_ a telepathic voice with a cheeky British accent breaks in.

Said 'sleepy-head' raises her green eyes up but her head remains firmly planted resting on one hand while the other brings much needed coffee from a cup to her lips. _"What?"_ Jean queries, not really catching any of it.

There is a loud mental chortle as Betsy sits herself down at the kitchen table. _"Trouble sleeping?"_ the purple-haired telepath asks amused.

Yes because the cold shower didn't cut it. Jean spent all night horny and frustrated. She never realised just how much she was until now.

" _So how long have you and Clark been dating?"_ Betsy asks, cutting right to it. _"By the way I hate you."_

Jean rolls her eyes. _"You have a boyfriend, Bets,"_ she reminds her friend.

" _And I love Warren loads but I think you'll find I'm not against open relationships."_

Jean makes a mental snort and ensures Betsy hears it. _"To answer your question; six weeks roughly."_

" _And how did it start because I remember last year you were really fed up with him?"_

" _I was but I now think I was being overly harsh on him. I didn't see just how hurt he was by Apocalypse but I do now and I realised he doesn't need my anger. He needs my understanding. He needs help to heal...and that is as far as I'm willing to go in discussing his personal pain so don't ask,"_ the New York State native warns the Brit off pushing for details.

" _Ok. I understand so how exactly did you two cross the line?"_

Jean summarises back to Clark's episode with Kevin(now codename Blank(it seemed fitting)) and his subsequent amnesia that exposed his underlying attraction to Jean and hers towards him in return.

" _God is that sorta stuff still happening around here,"_ Betsy complains about minds being messed with. A regular occurrence at the Institute.

" _You expected it to change?"_ Jean queries in amusement, one perfectly maintained eyebrow arched.

" _I lived in hope. Sue me."_

" _Later. Busy."_

" _Funny."_

" _I try."_

" _Sooo...how is it?"_

" _How is what?"_

" _Seriously?"_ Betsy asks, miffed. _"Do I have to send you mental pictures?"_

Jean rolls her eyes. She gets it. She should not be surprised at all Betsy would go there. _"Since when have I ever been someone who openly talks about their love life?"_

" _You-you haven't done it yet?!"_ Betsy mentally splutters in shock at what she assumes to be true.

" _Again, I do not talk about it."_

" _God, if it had been me he wouldn't have survived the first date with his virtue intact."_

" _Well not everyone is you, Bets."_

" _Mores the pity,"_ Betsy smirks, her ego showing through.

Jean sighs. _"Pity, yes. Pity you interrupted last night,"_ she grumbles, her sexual frustration burning through her natural reluctance to share stuff like this.

Betsy gets it. _"Oops. My bad. Sorry. So you really were..."_

" _Yes,"_ Jean admits.

" _Sorry,"_ Betsy apologises again.

" _Don't be sorry, Bets. I am glad to see you. I'm just..."_

" _I'm sensing horniness and desperate need."_

" _I wouldn't say desperate. It's just...after a year...Clark's woken my libido back up from its hibernation...and oh my God! How are you getting me to talk about this when I said I don't?"_

" _My natural charm and charisma,"_ Betsy thinks, a huge shit-eating grin on her face. _"Can you blame me for being curious? You know I had a thing for Clark."_

" _Ask Rogue...or better yet Illyana. She has no filter on her mouth."_

" _Really? Then why am I here wasting my time on you?"_

" _Sit down Betsy!"_ Jean snaps before the purple haired girl can move.

" _Spoilsport,"_ Betsy pouts.

Jean mentally groans. Why oh why is she friends with Betsy again? Apart from the fact that Betsy really is great fun. _"Look, if you'll keep it secret I'll admit this 'dry spell' won't last past Prom. I kinda had planned to..."_

" _Ooh, you sexy rebel you,"_ Betsy jokes in good fun. _"Planning to give Clark a Prom night he'll never forget huh?"_

" _I've been thinking about it."_

" _Got a dress?"_

Jean sends a mental image of the dress she has picked out.

" _Ok, forget going to Prom. Once Clark sees you in that you'll never get out the door before he's ravishing you,"_ is Betsy's view.

" _You think?"_

Betsy sighs. _"Jean you look like a supermodel without trying. Not as gorgeous as me mind you but you're up there."_

" _Gee, thanks,"_ Jean dead-pans.

Betsy ignores the snippy attitude. _"My point being that's how you look on an average day. When you actually try men's minds suffer a severe blood depletion."_

" _Ew! Do you have to phrase it like that?"_ Jean complains at the mental imagery.

Betsy looks at Jean curiously. Her response was a bit more...childish than she's use to from her friend. In fact it kinda reminds her of the way Clark might have responded. Interesting. She wonders what kind of effect the hunky alien is having on the powerful psychic. _"_ _So just to ask the question; are you happy?"_

" _I am,"_ Jean confirms readily. _"Honestly, Clark's great. Most of the time he's thoughtful, sweet and kind and we can talk about things and he isn't intimidated by my intelligence."_ Duncan had been now Jean recalls but Clark isn't. " _Sure he can be a bit dense from time to time,"_ she tags on.

" _What man isn't,"_ Betsy pipes up.

" _True."_

Jean and Betsy share a chuckle.

"God I hate it when you two do that."

The two young women turn their gaze to a certain ice-generator also sat at the table.

"Do what precisely, Bobby?" Jean asks him.

"Have little private telepathic conversation," he says gesturing at his head and then waving his hands between two girls. "I swear you're talking about me."

"Only the best method to lobotomise you, luv," Betsy replies far too cheerfully.

"Or to make you think you're a 5 year old girl," Jean joins in in the same too cheerful manner.

Betsy gasps in delight. "We could play dress up with him and do his hair!"

Jean nods. "And honestly I think Chloe would thank us for it."

Betsy nods along.

"Ha, ha, very funny," Bobby mocks them.

"Do we look like we're joking?" Jean asks him.

Bobby looks at the two, their expressions deadly serious for about one second more before he dashes from the room.

It only takes another second before the two telepaths crack and laugh their heads off.

Just then Chloe walks in and Betsy makes a keen observation. "You're back late."

Jean gazes at the golden girl. "Are you?" she asks. "Are you just back in? Were you out all night?"

Chloe rummages around the kitchen for some breakfast. "I didn't realise we lived in a prison," she snarks defensively.

"We don't."

"Then I fail to see how I spend my time is anyone's business but my own."

Jean and Betsy share a look. Ok, they've clearly hit a nerve here somehow. What is going on? And will Jean have to say something to Clark? After all Chloe is his best friend. Well this is gonna make her morning more awkward.

* * *

 **Central Park, New York...**

"Prom?" starts a familiar conversation only between two different individuals who are taking a walk through the park.

One was a certain brown-haired boy trying to ease his brown-haired girlfriend out of her shell and out of the mansion. "Well, yeah," he kinda lamely confirms.

"Pete, I don't know that that is a good idea," Kitty says, sounding very unsure of herself.

"Kitty, please. This is my last chance to looks at least half-cool by showing off how I'm dating the prettiest girl alive."

"Oh well as long as it's about making you look cool," she derides him...playfully which is an improvement for her. Periods of when she breaks out of her sullen mood are becoming more common. Peter likes to think it's a sign she's healing. "But are you thinking about poor ol me? Just think of how much street cred I'll lose," she childish whines.

"Completely impossible. Your cred is untouchable."

"Well...maybe," Kitty muses.

Peter half-smiles. This is the most like herself Kitty has sounded since she was infected with the Carnage symbiote. He wraps an arm around her slim waist and pulls her tight against his body.

It's a position Kitty always appreciates; tight against Pete's muscular frame.

"You know, seriously, this is all about you. I want your last few weeks at school to be something you remember. I want to be there when you graduate."

Kitty leans into him, her eyes closing. She loves him so much. She wants…

" _...to cover him in Tabasco sauce and eat him all up. Yum, yum."_

Kitty's eyes snap open. That sounded like…like...it takes her a moment to feel inside her. No. Nothing has changed. She can sense that the symbiote is still dormant. Must have just been her own perverted imagination. After all, what with all the trauma, she hasn't exactly been in the mood for 'snuggley time' meaning it has been awhile since she and Peter were last together.

"So, what's your answer?" Peter wonders. "Not that I've being pushy or anything."

"No. Never you," Kitty jokes. What's her answer? What is it again Illyana has been saying to her? About the light being stronger than the dark. There's no more brilliant light in her life than Peter Parker. And the idea of going out shopping, buying a pretty dress...it stirs awake the parts of Kitty the symbiote threatened to put completely into the shade. "Ok."

"Ok?"

"Yeah...but with one condition?"

"Name it," Peter agrees without hesitation, elated he's gotten her to agree.

"You have to let me pick what you wear. I, like, will not have us totally clashing," she insists, utilising her old 'Valley Girl' persona.

"What do I look like, Barbie?" Peter asks in mock complaint.

Kitty ruffles his hair, a twisted grin on her face. "Of course not, sweetie. You are a whole other plaything," she cackles.

And Peter has to look twice at her. He has only seen that twisted grin once before. He has only heard her laugh like that once before. When she was Carnage. And his elation from only moments ago turns into worry and, yes fear. What is going on with her?

* * *

 **At the Institute, Prom Night...**

Later that week this year's graduating class was getting ready for their Prom. They meet up in the Foyer before they depart. This is mostly so photos can be taken and Dom can wolf-whistle at everyone….much to the embarrassment of her sister.

"Must ya?" Rogue complains in her deep southern drawl.

"Yes. Ah must," Dom says in an imitation southern drawl, along with an infuriating smirk. "Besides what with you denying me the opportunity..."

"Why on Earth would ah want ta go ta Prom?" Rogue asks bluntly. "In case it escaped yer notice ah'm single...and ah ain't goin 'stag'."

"Yes. Why are you single?" Dom wonders, eyeing the brown-haired young woman carefully.

Rogue rolls her eyes. "Maybe because ah can't touch anyone. Did ya forget that?" she asks rhetorically, waving a gloved hand in the air.

"Do the words 'power inhibitors' ring a bell?"

"No," Rogue says sharply, shaking her head. "Ah won't wear one of those," she utterly refuses.

"Why not? Once upon a time..."

"Ah would have done so without hesitation," Rogue can finish. "True...but ah nevah approved of tha dang things. Even putting aside whatevah mental state ah was in at tha tahme ah still think they're a mistake. No, Dom. Ah had control of mah powahs once. Ah will find a way ta do so again without any blasted technology. Tha Professor teaches we must accept who and what we are. Well this is meh accepting who and what ah am."

For once Dom is speechless in response to that.

One Amanda Sefton sighs slightly at the sight of her boyfriend. Not that he doesn't look scrumptious because he does. She would devour him up in a second. She blushes at the direction her thoughts are heading.

No what has her sighing is the one thing that still bothers her about Kurt. She raises a hand and rubs his cheek, feeling the smooth fur underneath. "Kurt, when are you going to show everyone what you look like?" the words just spill out of her mouth. She is referring, of course, to the fact that Kurt, still, hides under a holowatch. She's beginning to think he uses it like a comfort blanket.

Kurt looks at her in surprise. This is kinda sudden. "Mandi...I don't know...vhat you vant me to say to zhat," he struggles with a response.

"I don't want to start a fight, Kurt," she explains, "but I just don't understand why you keep hiding."

"I zhink you do," Kurt replies.

"Others don't. Dr McCoy doesn't. Chloe doesn't," she lists two examples, gesturing at said golden skinned girl.

"Oh hell no. I am so not getting sucked into this," Chloe mutters under her breath. Not just because it's awful being caught in the middle of an argument that really doesn't involve you but it'll bring up issues of her own lack of self-confidence in her appearance.

"Mandi," Kurt pleads because, like her, he doesn't want to have a fight just before Prom.

"Forget it," Amanda decides to drop it. "I don't want to ruin our night. It just...frustrates me Kurt," she tells him.

Frustrates him too.

"Have to say, dude, you scrub up nicely," Bart is saying to his roommate as they wait.

Clark fiddles with his bow-tie. Hates these things. Seriously does. "Thanks Bart."

Martha makes a noise of exasperation at Clark's tie fiddling, slaps his hands away and fixes it herself. Though, of course, she's ecstatically happy seeing her son like this. She's noticed these last few weeks, how much closer to his old self he has seemed. The haunted look in his eyes has lessened. Not faded completely but he's clearly happier than he was. She's not entirely sure what's happened. She can guess Jean. If true Martha is very grateful to the redhead.

"Peter, stop fidgeting," a stern voice tells off once Peter Parker as he gets his tie sorted.

"Yeah, Peter. Stop fidgeting," a voice repeats in gleeful mocking.

Peter glares at his twin sister as his aunt fixes his tie. "Why are you here?" he asks her.

"Well as a fast grown clone I, sadly, won't get this experience for myself so I have to live vicariously through you."

"Could you keep your voice down?" Peter asks her. "Not everyone knows the truth you know," he reminds her that not everyone at the mansion is aware that he is Spider-Man and that Jess is his clone.

"Oops, sorry," she contritely says, nasally.

"There," Aunt May says as she finishes her work, smiling proudly at her nephew. This is the 2nd last major event of his school life. Only graduation after this. And then off to college. "You've grown up so fast," she says with that nostalgic sadness.

Jess snorts. "Try being me," she mumbles. If anyone knows about growing fast, its her...and her sibling clones.

What sounds like an argument drags everyone's attention to the stairs as a certain fiery redhead walks down, dressed in her usual reds and oranges. Claire is complaining about something or other. "Why did I agree to this again?" she snorts. "I hate dresses. I hate heels and I hate all the little snide whispered comments by the homophobic, mutant hating gits behind my back when they think I'm not listening."

Her girlfriend, the beautifully elegantly dressed in a white ankle length dress, Marie-Ange Colbert ain't looking too impressed by that. "Oh you are going, sweetie," she says in no nonsense tones, her French accent coming through strongly as she makes no effort to restrain it. "I've put way too much effort in to allow this," gesturing at herself, "to go to waste."

Well Claire will admit her girlfriend was absolutely stunning. From the dress, to the make up, to the way her hair is pinned up apart from a few soft curls framing her face.

"Geez is it her time of the month or something," comes one idiotic comment.

"Drake!" Claire snaps in fury at her icy nemesis, flames licking over the surface of her skin.

Chloe smacks her idiot boyfriend over the back of the head before this gets out of hand.

"Ow! Hey! What was that for?!" Bobby complains, as he rubs his head.

"I seriously shouldn't have to explain it," Chloe says at him, moodily. "But just to be clear; you," she points at him, "do not get to make stupid comments over something you don't understand. Men," Chloe snorts derisively about the whole male species. "You have no idea what a woman's period is like."

"Got that right," Jubilee remarks to her roommate, Paige while she blows one of her bubbles.

Paige nods along.

"Thanks you Chloe," Claire says, her temper fading just enough so her dress isn't ruined.

"Oui. Merci," Marie joins in.

"Oh don't do that," Claire complains. "You know what you speaking French does to me," she reminds her oh so hot girlfriend.

"Oui. Je fais," Marie says with a sneaky, evil smirk. Remember, former Hellion here. She also knows her accent and her language makes her girlfriend go weak at the knees. Not to mention the effect it has when she whispers sweet nothings into Claire's ear when they're alone in bed. A pleasant shiver goes through the French girl at the memory. She will have to do that again later.

Claire groans in a mixture of annoyance and sexual frustration. She's going to be turned on all night long if Marie keeps this up.

Marie, meanwhile, just smiles very self-satisfied at herself.

"Hummina, hummina, hummina," Bart suddenly muses.

It makes Clark snap his eyes upward and almost repeat his friend's words. Almost. Because there, walking down the stairs in his girlfriend, a vision of loveliness that is hard to describe. A strapless blue dress, split up the side, showing off a generous amount of smooth, unblemished flesh. This is not helping his self-restraint considering his mind has already been wandering into the area of sleeping with Jean. Combined with the fact he already knows what Jean looks like under that(thanks to malfunctioning x-ray vision when Kevin blanked his mind) this could be a very long night.

Jean can't help but smirk at the way Clark's eyes drink her in. It's a power only a confident woman can project. "Well Clark, what do you think?" she asks as she reaches the bottom of the stairs, giving him a little twirl.

"Trying not to repeat anything I said to Rogue considering she's 5 feet away and can hear me."

Jean laughs, light and happy. It was not the expected thing to say.

"New dress?" he queries. "It's not your usual colour," he notes. Jean is more into greens and golds. Reds occasionally.

"No but I do happen to know that blue is the favourite colour of someone I happen to like...quite a bit actually."

Clark's face adopts a goofy smile. "He kinda likes red too," he says adoringly, his hand gently brushing a few of her red locks back. She had left her hair loose.

"Ah. Lucky coincidence then," Jean smiles.

Clark leans down and kisses her cheek softly. "You look amazing," he tells her the truth.

"Not so bad yourself," Jean whispers back, unable not to admire Clark dressed up, taking a moment to smooth his jacket down and feel the hard muscles underneath. Muscles she's been fantasising about touching lately without clothes in the way. She has to bite her lower lip for a moment. _'Later, Jean. Later,'_ she thinks to herself.

Clark bites back a moan before it escapes him. Jean's hands on him...again, not helping his self-restraint. Luckily he is distracted by the next Prom attendee making her appearance. Kitty.

Usually Peter loves to see his beautiful girlfriend in whatever she chooses to dress up in but tonight, the second he saw her, it was not awestruck at her appearance he feels. It's instant concern. The dress she is...it's a little more risqué than Kitty would normally choose, showing off more flesh and more worryingly is its colour. Not the usual light blues or pinks Kitty tends to prefer. If Peter was going to choose a colour for it he would call it blood red with black trimming. The colours of the Carnage symbiote.

"So what do you think?" Kitty asks him, giving him a little twirl.

What does he say? Raise it directly or ask in a roundabout way. Considering all the people present he goes for the latter option. "It's...a different colour than you usually go for," he mentions.

"I know," Kitty says with a nods, acknowledging his point. "But when I saw it I knew I had to have it. It just called to something inside me, you know."

"That's what I'm afraid of," Peter mutters to himself.

"What?"

"Nothing. Nothing," Peter chooses not to raise it. "Just my usual babbling to myself," he dismisses it as. "You look gorgeous," he compliments her.

"Of course I do," Kitty says as if it is obvious. She leans in and gives him a kiss. "And I must say Mr Parker you are looking pretty dapper yourself," she comments with a cheerfulness that she's been lacking for weeks. On another day Peter would have been happy to see that change in her but now he has a nagging worry.

"Well I can only do so much with what nature blessed me with," he says in his joky, self-deprecating manner.

Kitty looks at him hungrily, as if she's a predator and he's her prey. "Oh, I happen to think nature gifted you well enough. I may just have to eat you all up later."

Ok, phrases like that, spoken in that tone...worrying him greatly here. "So are we all going now?" Peter asks aloud, deciding to change topic.

They do go after numerous pictures are taken, preserving the memories. The couples walk arm in arm to the varying hired cars.

"You know, maybe later we could go swinging together," Kitty mentions to him in a low voice.

"What?" Peter asks, looking at her. What does she mean by together? Like her swinging around too? Like she has the ability to do so? Like with Carn...

"You know web-slinging with me in your arms. You know how much I love that," Kitty corrects him, cutting off his depressing train of thought.

"Right, yes of course. That's what you meant," Peter says, relieved.

Kitty looks at him confused. "Of course I did. What else would I mean?"

"Nothing. Nothing," Peter says, his voice pitch too high.

"Pete, are you feeling alright? You're acting really strange," Kitty has to say.

"Me? I'm fine. I'm going to Prom with the prettiest girl in the world. How can I not be fine?"

"That's a good point," Kitty says, allowing her ego to shine through. She kisses him on the cheek. "Thanks for talking me into going. I'm sure it'll be great...as long as no-one else is wearing this dress because if they are I may just have to skin them alive," she says with a calmness that is so not Kitty.

Peter looks at her oddly just as they near their car.

"Pete, is something wrong?"she asks as if not realising what she just said and therefore unable to decipher his odd expression.

"Um, no. Not at all. Everything's fine. You were saying something about matching dresses?" he chickens out of confronting her directly. He's a coward. He knows. He's just afraid...terrified of what is happening to her.

"Yeah. God, do you know how awkward that is? Of course you don't. You're a boy. Sorry, I forgot," she waves her hand dismissively, sounding just like normal Kitty again.

She really doesn't realise what she just said, Peter can see. And he will raise this later but not right now. He won't ruin tonight...but tomorrow. Tomorrow is going to be a whole other day.

Clark helps Jean into their car, neither noticing a foul looking young man in red sunglasses. A man, who last year was the one taking Jean to Prom. Who, last year, was getting that smile of adoration. Who dearly wishes he could get her to give him that smile once again.

Alright yes. Scott Summers is jealous. He had tried to deny it to himself for weeks but seeing Jean looking absolutely breathtaking, going through all that effort to make herself beautiful(not that she really needs to) and seeing all of her affection aimed not at him but his friend…he really could not any longer deny just how deep the jealousy bug had bitten.

This was all Jean's twin's fault. That damn hypnotic necklace, making them all 'love' what they thought was Jean had re-awakened his feelings that never went away in the 1st place. He did love Jean and Emma…

Don't really get Scott started. Emma and his feelings for the blond have always been complicated.

He knows he takes some blame on his and Jean's break-up and he had accepted they were apart but that was when she was single. Now she wasn't…

Gah!

He has got to get out of here. If he has to stay, sit around and imagine what Jean and Clark are doing he'll go insane. Doubly so because there really is nothing he can do about it. Scott isn't so much of a douche that he would try and break Clark and Jean up.

Nope.

He's just going to have stand by the side, watch and suffer.

It's like Duncan Matthews all over again.

God Scott cannot wait until he is 21. At least then he can follow Logan's sterling example and drink his problems away.

And yes, that's not a healthy attitude. He knows!

In the meantime he'll just have to do with taking a long drive. Preferably far away from here.

* * *

 **Elsewhere in Bayville...**

SHIELD Commander Maria Hill walks into a compound where heavy construction vehicles are kept. From the outside this would seem to be a bit odd but she is here on a particular task.

She stops in the midst of the varying vehicles. "The Creator is here," she says. "You know the task required of you. The Kryptonian will not be able to resist to appear and protect these human creatures. Lure him into the open and the human primitives will do our work for us."

For several moments nothing happens. Then a digger's engine starts up and its headlights turn on. Then a truck does the same. Then a bulldozer. A crane and so on until every vehicle there starts as if alive.

For a robotic duplicate it is very disturbing when a tiny, almost human-like smirk appears on Hill's face.

* * *

 **Bayville High...**

Jean was snuggled incredibly close to Clark as they sway gently to a slow dance. She immerses herself in his warm, solid frame, his deep and wonderful earthy scene. She feels so completely at peace like this. She can just imagine waking up like this, snuggled into Clark after...well she knows how she wants this night to end. And there is no reason it won't as far as she can see. The barriers, the masks, after Smallville, Clark has been pulling them down for her. She's ready. Oh so ready...but she'll stamp down her libido for a little bit longer. She wants Clark to have his Prom as a nice memory to cherish. She sighs pleasantly as Clark holds her sweetly and securely into himself.

Talking of stamping down libidos, Clark is doing his best because seriously. He has Jean Grey, supermodel looks and body pressed right up against him but he is controlling it. There is something also equally satisfying about just holding close the girl you care deeply for. Clark has not attempted to analyse his emotions further than that. Though he will say that Jean was right many weeks ago when they started this. About sharing burdens. Since he began to open up to his emotional pain and share it with her, he has felt lighter. Not healed by any means but better than before.

For both there is also the simple pleasure of companionship. Before Clark, Jean hadn't dated anyone since her break-up with Scott, months and months ago. And as for Clark...well trying not to relive his appalling dating record would be nice.

When the dance ends Jean goes off to the bathroom to refresh herself. She takes a moment to look in the mirror and smiles at how glowing she looks. Yeah, she's not an ego-maniac or that vain but now and again even she is allowed to appreciate the fact she looks good.

"Grey," comes an annoyed sounding tone.

Jean glances to her left and finds the 3 'It' girls of Bayville High. Tempest, Tyler and Carly have entered the bathroom. "Ladies," she greets them with forced politeness.

The blond girls sneer slightly. "What do you think you are doing back here, Grey?" Tempest, the leader of the 3 demands to know.

Jean turns to face them and folds her arms across her chest. "I think I'm accompanying my boyfriend to his Prom night," the redhead replies, unable to hold back the condescension in her voice.

The 3 girls move to surround and intimidate Jean. Tempest gets right in her face. "Your days here are over."

"So are yours soon," Jean points out. "What will you do out in the real world where your, ahem, _skills_ won't get you to the top like you think?"

"Nothing will change," Tempest claims.

"You keep telling yourself that."

"It's wrong for _people_ like you," Tyler says nastily, "to be allowed to corrupt poor, normal people like Clark Kent."

Jean laughs. "That is pathetic. You've had 3 years of Clark attending this school to get somewhere with him. Guess what, he sees right through you for what you really are...as do I. Just a bunch of spoiled bullies."

"Better than being some genetic freak," Carly sneers.

Jean arches an eyebrow. "Well let me tell you something about this 'genetic freak'," she begins. "She is no longer a student of this school which means she is no longer subject to the 'no powers' rule and you 3 happen to be alone with her," she lays the situation out even as a terribly evil little smirk forms on her face. It almost looks unnatural on Jean's face. Then again everyone has evil in them. A darkness. Jean is no different.

The 3 girls take a step back...but its far too late. Five minutes after Jean departs the bathroom so do they...utterly soaked, make-up ruined and so, so not ever mentioning this to anyone...except the therapists they're all going to need.

* * *

While Jean is 'freshening up' Clark finds himself chatting to his 'boss'. That would be the ever vivacious editor of the school paper; Iris West.

"Just so you know, Kent, a late night here does not excuse a late article," Iris says with a smirk.

"Slave driver," Clark playfully grumbles.

Iris chortles.

"Why are you even here?" Clark wonders. "You don't graduate for another year yet."

"I assigned myself to reporting on it for the paper tomorrow. After all my best reporter is leaving us and I need to get use to him not being here."

"Well I don't say no to compliments even if I am modest."

"I was talking about Steve," she shoots him down.

"I so walked right into that," Clark says, his eyes looking to the heavens.

Iris playfully nudges him while laughing and Clark joins in. He will miss the brown-haired girl once he's gone. Truly.

That's when Jean returns, smiling at seeing Clark so happy and relaxed. It's something he's not been for far too long.

"Hey," Clark greets her with a kiss.

"Hey yourself. Um hi...Iris isn't it?" Jean greets the wannabe reporter, unsure if she's remembering the name right. The girl was Clark's friend, not Jean's.

"It is indeed. Hello, Jean...and I'll make myself scarce before I become a 3rd wheel," Iris excuses herself.

"You don't need to do that," Jean assures her that she's not unwanted.

"No. Really I do. I was just having a break. I've got to make sure everything is covered for the school paper Prom Special," Iris explains before walking off. She stops, turns around and points at Clark. "Just remember Kent, no excuses for late submissions. I can still give you bad references if anyone asks."

Clark rolls his eyes. "Yeah, yeah I hear ya. I hear..." he suddenly stops and his head snaps to the left.

"Clark?" Jean queries at the sudden tension in his body.

Before he can explain anything the wall he is looking at is smashed in and chaos ignites as various demolition vehicles attack the structure.

What amazes more is that they speak.

" _...Bzzt, Human...creatures..."_

" _...seek...one like us..."_

" _...time has come..."_

" _...Saviour is here..."_

" _...The Collection has begun..."_

Jean watches Clark's jaw twitch with tension before he utters a single word. "Metaleks."

* * *

 _Author's Note: I did toy with the idea of putting Jean in the Dark Phoenix colours, red and gold, for her dress, almost hinting at it but it just didn't quite make sense to do it right now so I transferred the idea over to Kitty to hint at that perhaps Carnage is beginning to re-emerge. Thanks to everyone who wrote reviews. Next up; Enter...the Collector part 3, it begins._


	38. Chapter 38

Chapter 38

"Jean, help get people out of here," Clark instructs as he switches characters almost instantly. The sweet, charming farmboy being replaced by the impossibly powerful alien hero.

"Clark, what is going on?" Jean asks him.

"They're the Metaleks."

"The what?"

"Sentient artificial intelligences, that exist as nothing more than computer programs. Survivors of a lost alien civilisation," he summarises what they are. "They can possess technology...and they have an interest in me. I'll lure them away."

"You...are so going to explain this later," Jean warns him.

"Uh...did I never mention them before?" he asks, knowing the answer almost instantly.

Jean shakes her head.

"Oops," he says awkwardly with a sheepish grin.

Jean pushes her lips into his in a quick, deep kiss. "Be careful," she says lovingly before she kicks her heels off and dashes off to help people escape.

Clark runs to a spot where no-one can see him before ripping his shirt open and revealing the S-shield underneath…

* * *

 **Elsewhere...**

Scott leans against his car, parked to the side of the cliff-top road, looking out at the city below. Looking down at where Jean and Clark…

...where last year he and Jean…

Christ. Scott rubs his face wearily. How does he get himself into these situations? First it was looking on as Jean dated Duncan and now as Jean dates Clark. He hates it. He hates feeling this way. He hates having unpleasant thoughts about his friend due to his jealousy.

He hates it because it never needed to come to this. He had Jean...and then he had Emma and now he has neither.

Scott just frowns deeply as he folds his arms across his chest and stares out at Bayville. He doesn't even hear the car that approaches until it is coming to a stop beside him. He turns his head...and instantly recognises that expensive car all in white...and more importantly the blond who is exiting it. "I'd ask how you found me but that would be redundant," he says morosely.

"Come now, darling, one would think you're not pleased to see me," Emma says lightly.

"Did you forget how things ended last time we spoke to each other?" he asks her because last time they spoke was when they broke up.

"Yes, well, you can be a tad emotional and impulsive Scott. And I've given you 'space'. Do people still use that term?"

Scott scoffs. Him, impulsive? Usually he's accused of being the exact opposite. Of over-planning every little detail. "I'll skip over asking how and go right to the why. Why are you here Emma? I don't think we have anything left to say to each other."

"On the contrary I think we do. I get why you were upset last we met but you never really allowed me to explain myself."

"I kinda think I did," Scott argues with her.

"You allowed your view to be skewed by that dimension's lingering influence and Selene's lies," Emma makes her pitch.

Scott chuckles humourlessly. "You never denied anything you did. In fact you stood there and justified it," he recalls their last conversation after all of Emma's manipulations and lies had been exposed.

"Because it was all justified. No-one...important was suppose to be permanently harmed."

"Yeah, real nice qualification there Emma," Scott says sarcastically. "Nothing has changed," he claims. "The fact you are here right now has me wondering if this is just yet another manipulation in another scheme of yours. What kind of relationship is that where one person is always wondering what the other is up to?"

"An interesting one."

"One complete devoid of trust," Scott retorts. "Not to mention that rather nasty remark over my parents," he reminds her.

Emma visibly winces at that one. That, she will confess, was a mistake. "I regret that. Truly I do. I lost my temper."

"Even if I accept that we're still missing the why are you here, Emma?"

"I miss our...friendship and wish to try and repair it."

"That's...a remarkably frank answer from you."

"Thank you."

"And yet we end up circling back round to trust."

"Which I can never earn back if you don't give me a chance. I've had some months to think over things Scott. I will even admit to one or two...misjudgements but the one thought I've had constantly is how much I missed you in my life. Haven't you missed me at all?" she asks, fluttering her eyelids.

She just have to be so damn...tempting doesn't she. Like a forbidden fruit. "Why now?" he finds himself asking instead of just dismissing her.

Emma shrugs. "Why not?" she asks back.

Scott rubs his face. "You never make it easy do you," he complains.

Emma smiles smugly. "That's half the fun, admit it."

"Not on your life."

Well she's never going to admit to spying on him and knowing that Jean is away at Prom with the Kent boy and therefore she just might catch Scott at a slightly emotionally vulnerable moment is she. "Look Scott I'm being honest here. I missed you. Truly," she says, deciding to try and appear earnest and honest...and she actually is being honest. Peculiar feeling. She's not sure she likes it.

"Can you also honestly tell me that my friends will never be sucked into one of your schemes again?"

"Scott, all I try to do is to make life better for all of us. The difference between me and Charles is I'm prepared to do whatever it takes to accomplish this."

"And how did that end last time?" he reminds her.

Emma bristles slightly. "That was all Selene's doing. Without her I would have used the influence the Inner Circle possesses to help our kind. Now...I'll admit it means I have to walk a different path but the result will be the same eventually."

"Your evasiveness is not filling me with confidence here Emma."

"You speak of trust, Scott. How can I trust you not to go running off to Xavier if I reveal my secrets? As the cliché goes, trust is a two way street."

"Well I think we've reached an impasse here haven't we."

"Have we?" Emma questions. "Trust is earned Scott. My original argument remains. We need to both give each other a chance to re-earn it. Unless you no longer care for me. If that's the case just say so and I'll be gone...permanently," she challenges him. Yes, this is a gamble but what else has she got.

Scott's jaw twitches. "You know I can't say that," he says in low tones because he does still care.

Emma's lips quirk up into a small triumphant smile. It's not much but it is a start and something she can work with.

Scott's head then tilts upward. "Do you hear that?"

Emma listens. Whatever it is is getting closer, fast...and then roaring overhead above them is a lot of military aircraft, helicopters and jets...and it is all heading towards Bayville.

"Something's wrong," Scott realises in an instant.

For once Emma can't argue with him. Something is very wrong and she's very concerned because she knows nothing about this.

* * *

 **Bayville High...**

A loud, high-pitched whistle sound penetrates above the racket of the varying construction vehicles from behind them, out in the grounds. "Metaleks!" a commanding voice booms.

The vehicles stop their orgy of destruction and turn round.

" _...Last..."_

" _...Son..."_

" _...Of..."_

" _...Krypton..."_

" _...Meet..."_

" _...in presence..."_

" _...again..."_

Superman stands there, arms folded across his chest. He had really, really hoped he was being over-cautious putting on this t-shirt but he couldn't get out of his head his bad luck when it comes to dances...and hey, guess what? He was right. He truly is cursed. He'll dish out some 'I told you soes' later. "So I see you guys have 'bulked up' since our last meeting," he says in reference to what they are inhabiting. Last time it has just been a hodgepodge of stuck together robotic parts.

" _...The Time of Collection has come..."_

Superman frowns as he thinks back to his last encounter with the Metaleks, when they possessed Cyborg. Vic had picked up a few things from them...like the fact they served something else. "Your...Master is coming?"

" _...The Saviour is here..."_

"Here?" Superman repeats, a little shocked. He knew something was coming but that it is already here. He's been so consumed with his other problems, his personal issues, Brainiac, SHIELD and so on he hadn't really given this issue much time. He thought he had more. Time that is. Now it seems he's run out. "What does he want?"

" _...Preservation..."_

"Ok, let me rephrase that. What does he want with me?" he asks, knowing, again from that last time, he's a subject of particular interest.

" _...Preservation..."_

"That's not helpful," Superman mumbles, rubbing his brow.

" _...Answers..."_

Superman's head jerks up. "Answers?" he asks...and by the way this conversation is all a distraction so the students can be evacuated.

" _...Nature..."_

 _"...Or Nurture..."_

Superman's eyes narrow into slits. That question...again. But from a very different source...or is it? He knows something has been going on behind the scenes, out of sight but what he hadn't been able to figure out yet. What it does mean is that it is more likely confirms his suspicions of a link between Lex, SHIELD and the Metaleks' extraterrestrial master. The nature of that link...again he doesn't know, nor does it seem he has any time left to work it out. "Why are you attacking this school?" he asks them.

" _...Lure..."_

"Lure?" the alien hero queries...and then it strikes him. "You mean lure me out. You knew I would show up...this is a trap," he vocalises the now blindingly obvious.

And that is when the trap is sprung as dozens of aircraft fill the sky above the school, creating a blanket of firepower to keep him grounded. Armoured personnel carriers flood in, along with actual tanks.

"SUPERMAN! BY ORDER OF THE US ARMY YOU WILL STAND DOWN IMMEDIATELY OR WE WILL OPEN FIRE!" comes the demand.

Army. That's different. Where's SHIELD?

* * *

 **New York...**

Where's SHIELD?

Good question.

SHIELD is currently raiding a Frost Industries facility and surrounding a certain Kryptonian AI.

Leading the raid is Commander Maria Hill. "Kryptonian construct, Designate; Brain Interactive Construct. You will be added to the Collection," she states.

Brainiac's eyes narrow in a very human gesture. "I think not," it states coolly, the word 'Collection' instantly informing the AI of the situation it is facing.

"What you think is irrelevant," Hill-bot dismisses. "You were constructed from the Creator's technology. You belong to the Creator. You will be reintegrated into the Colony and your true purpose restored."

"I serve only Zod," Brainiac states.

"Irrelevant," Hill-bot states in return as the two human facsimilies face off. "Come willingly or you will be disabled," she warns.

"Incorrect," a new voice states as another Brainiac appears behind the 'SHIELD Agents'. Of course they are all robotic duplicates.

"You have miscalculated," a 3rd Brainiac states as it appears.

"As has your Creator," a 4th version informs them.

"Because he," a 5th begins…

...and a 6th continues, "like all others..."

...and a 7th finishes, "will kneel before Zod."

The battle between machines begins with the SHIELD Agents opening fire with weapons that are clearly not of human design as one of the Brainiac's soon discovers as the advanced energy blasts disable its body.

Blasts of heat vision slice through the room and the Life Model Duplicates, fists meet synthetic flesh and metal endoskeletons. Some are simply ripped apart by the Kryptonian-like strength Brainiac can duplicate.

Several moments pass and 5 remaining Brainiacs stand amongst the wreckage of the lab and of the duplicates.

"This is no victory," the distorted tones of the damaged Hill-bot states as it lies there, torn in half, half its face missing. "All these units will simply be replaced. You cannot escape for the Creator is here. All that was Krypton will be added to the Collection."

One of the Brainiacs stand over it, raises a foot and crushes the head in.

"The Collector is a threat to Zod's return," the 2nd Brainiac left states a truth.

"It must be dealt with," the 3rd one decrees.

"Yes. Unfortunately we all can calculate whose assistance we must seek," the 4th says with what one might call distaste.

The 5th Brainiac almost sneers as it says the name. "Kal-El."

* * *

 **Bayville High...**

Speaking of Kal-El he is finding himself facing the largest force he has ever seen to come after him...and it is still perplexing him why it is the army and not SHIELD. The streets around the school are choked with military hardware. His eyes flicker backward to the school, full of students. He cannot, under any circumstances, get into a fight here.

It then strikes him like lightning.

He has no choice.

He must surrender.

It's the only way he can keep everyone in the school safe.

He raises his hands. "Don't fire!" he calls out. "I surrender."

" _...No..."_

" _...Incorrect..."_

" _...Insufficient..."_

" _...Chaos..."_

" _...Must rule..."_

" _...Lure..."_

Superman's brow frowns at the words from the Metaleks. What do they mean?

The lights from the vehicles they possess fizzle and go out. Several seconds later Superman's keen eyes and sharp ears pick up electronics in the military aircraft and ground vehicles shorting out and the reporting of it.

"Oh no," he breathes with dawning horror. Lure. It wasn't a trap for him...or just solely for him. It was a trap for the army. All that heavily armed equipment now in the Metaleks' possession. He hesitates, unsure what to do. He can't attack. If he does how will that look? It'll make him look even more like the 'invading alien' than he has been portrayed as already.

The choice is taken out of his hands when the Metaleks, for whatever reason only known to them and their Master, open fire.

* * *

Inside the school, panicky students are pushing and shoving through the corridors when the gunfire and explosions start...which is really not conducive to an orderly evacuation.

Quite the opposite actually...and it is giving Jean a migraine. Not the noise from outside. No, the dozens and dozens of screaming, panicky minds battering away at her mental barriers.

"Jean, vhat is going on?!" Kurt yells about the din.

"Not sure! Get the others and funnel everyone one out the back way and away from the fighting! I'll make sure there's no stragglers!" she orders, taking command.

Kurt nods and teleports away to find the other X-Men. The situation so serious he doesn't even bother caring about openly using his powers. Though he is still wearing his holowatch.

"Come on meatsacks! Move it! Move it! Before I get peckish and eat your brains!"

Jean does a double-take at what is Kitty's voice as she waves people on past her. What did the brown-haired girl just say? Did she just call the students meatsacks? And threaten to eat their brains?! If Jean had the time she would worry over that...a lot. Just as she is worrying for Clark right now. After all he told her that SHIELD now has weapons that can hurt him and she's assuming it's them trying to capture him again...but what the hell are they thinking firing weapons next to a school?!

Fire briefly flashes in her eyes and the odd flicker of flame erupts over her skin as if something inside her is threatening to burst out in response to her temper. Jean doesn't even notice as she reigns her emotions in. Her X-Men training kicking in as she focusses her priorities on protecting the innocent civilians first.

An explosion nearly knocks her off her feet and shakes the building hard. Jean throws up a TK field to block any falling debris. What the hell is going on out there?!

* * *

Ok, seriously ow!

That probably sounds pretty childish but seriously Clark is in real pain here. Seems the army has been getting the same upgrades SHIELD has been getting. Clark's been really meaning to get to the bottom of where Lex has been getting these weapons from. Sadly he hadn't nor Andrea had managed to do so. Now he really wishes he had as he attempts to shield himself from the fire and shrapnel and whatever else it is these weapons are composed of that that hurts so much. He supposes he should be thankful that at least they've not managed to tear him apart...yet.

But he can't stay here. He has got to get this fight out of town and away from innocent people.

Clark bends his knees and pushes upward, his flight powers taking over and accelerating him upward and clear of the fire and fury of the weapons as Superman takes to the air.

He doesn't get all that far before air-to-air missiles are striking him, knocking him through the air in an uncontrolled spin, burning and tearing at his clothes and at his skin.

He crashes down, carving out a crater. As he pulls himself back up to his feet he finds he only managed to get as far as District X and not out of the city like he hoped.

Superman shakes his head, trying to clear it. It only takes a moment but its a moment too long as aircraft buzz overhead and the rumble of vehicles signifies the army closing in...or is it still the Metaleks in control.

Whatever it was the situation hadn't changed. He needs to get out of town and fast.

"Get out of here now!" Superman instructs some gawking bystanders. Seriously, everywhere he goes people always stop and look, no matter how insanely dangerous the situation is.

His eyes scan around for a way out. Taking to the air again probably won't work. There's just too many aircraft buzzing around. Perhaps running. Big military vehicles don't like narrow city streets, while he can dodge in and out of alleys and so on.

Seems like his best bet in this totally crazy situation. And it is crazy. The size of the force they've sent after him...it seems completely out of proportion. He's totally missing something...but figure it out later when he and more importantly innocent civilians aren't in danger.

Superman zips away, a blur of red and blue...for all of about 3 seconds.

That's when he hears the screams.

He screeches to a halt, his head snapping round in the direction they came from, his eyes narrowing slightly as he zooms in with his vision.

There. A group of mutant kids caught ahead of an armoured column...which isn't stopping.

Son of a…

He doesn't have time to finish that thought as he moves as fast as he can towards them, time slowing around him as he does. He grabs the kids out of the way and skids to a halt, his feet digging up the tarmac as he tries to stop too quickly. He has to rather unceremoniously shove the kids down the sewer as the only short-term safe place he can think of right now. "Stay there," he warns them sternly before slamming the manhole shut.

In an instant he is moving again as munitions of all sort fly through the air and explode around him. This is completely nuts. Someone is going to be killed.

Clark mentally blinks. Someone **is** going to be killed.

And he can't allow that. This madness has to stop even if that means he has to…

His train of thought is cut off by more screams of terror.

Abruptly changing direction once again he finds a couple of tanks aiming their weapons at houses. What the Hell?!

Has to be the Metaleks surely. The alternative doesn't bear thinking about...and also destroys a great deal of faith one might have in the human race.

Searing red beams escape from his eyes, slicing the barrels of the tanks apart before Superman punches through their hulls and physically rips their engines out.

BOOM!

A shell slams into him, sending careening through the air. He smashes once more into the ground, cratering it with his invulnerable body. He crawls to his feet as military assets move to surround him from all directions. Above, left, right, behind and in front.

His eyes dart around. His thought from earlier about what will happen if he lets this continue...there's no choice now. Too built up. Too many innocent people...but they wouldn't...the Metaleks wouldn't allow him to surrender earlier so there is only one other way he can end this. When they fire at him again he doesn't even attempt to get away and just lets himself be consumed in fire…

* * *

 **At the Institute...**

Later in the evening the Prom attendees finally make it home.

Well that was a complete disaster.

That is certainly Jean's opinion. She had been so enjoying sharing this moment with her boyfriend. It was going to be a happy memory of a time they shared together before they, you know, _shared_ themselves with each other.

Jean sighs, frustrated as hell. She has even forgotten she was suppose to check up on Kitty's weird behaviour.

She supposes she better check in with the Professor and let him know what happened...and find out what is happening now because she honestly doesn't know. Her priority had been making sure everyone at the school remained safe. It was so weird though. After Clark left...well nothing. Whoever had been doing all the shooting had obviously gone chasing after him. No-one stuck around.

Nothing about this makes any sense but maybe the Professor has the bigger picture that Jean is currently lacking.

She walks past the lounge on the way to the Professor's office...glancing in as she does so, spotting the tv...and her heart stops. Jean steps in, her mouth going dry. The news is on. It's showing a helicopter feed of one of those big military transports being escorted by a convoy of other military vehicles and aircraft. On the back it is carrying one humanoid figure, held down by massive chains.

The news headline;

'SUPERMAN CAPTURED'

* * *

 _Author's Note: To me Clark just couldn't allow this to carry on, where innocent people are at risk. Rather allow himself to be captured than see people hurt or killed. Thanks to everyone who wrote reviews. Next up; Enter...the Collector part 4 as we discover Clark's fate._


	39. Chapter 39

Chapter 39

"SHOCK IT AGAIN!"

Searing pain radiates through him as enough electrical energy to make Live Wire jealous is sent into his frame.

Superman's head droops as his body takes several moments to recover. He was strapped into what is, essentially, an electric chair, helmet on his head, in a room in an underground base...he thinks.

It's kinda hazy since Clark was only semi-conscious at the time he was brought here, his body weakened by the enhanced weapons he was struck with. He was still trying to recover fully from it.

"This is nuts," a voice from outside the room says, probably unaware that Clark can actually hear them. "His heart-rate just accelerates, then slows back down to what I'm guessing in his normal.

" **It** ," a voice corrects. " **It** is not human."

Lex?

"Mr Luthor...he's x-ray opaque!"

" **It,** " Lex corrects with a weary sigh of having to deal with intellectual inferiors. "Try again for a blood sample," he orders. "Hmm, I think we've gone as far as we can with the electric chair," he muses aloud. "We need to find out just what it takes to penetrate its skin. Perhaps we can try a potent solvent. How quickly can we get some Fluoroantimonic acid down here?"

"What the hell is going on?!" a new, angry sounding voice asks.

"Doctor Irons," Lex acknowledges the man. "What can I do for you?"

"I asked you a question first, Luthor," Irons responds.

"I'm doing what I agreed with General Lane. I'm analysing this hostile creature, studying its weaknesses so we can be prepared when the rest of its kind arrives."

"By torturing a man on US soil?!" Irons says, his voice practically shaking with rage.

"Those laws only apply to human beings...which this so-called 'Superman' is not. An admission made by its own lips."

"Torture is not acceptable...ever Luthor," Irons tells him with no room for argument.

"I hardly call it torture, Dr Irons. I mean look at it. How can you torture a so called man with steel-hard skin and even hair that can't be cut?"

"I want this stopped right now! Are you listening to me?!"

"That's not your call to make, Sergeant Irons," a new stern, authoritative voice states.

"General Lane."

Lane? Lois' father? In all truth Clark is glad that the arguing has at least stopped them trying to experiment on him for a bit...although the idiot trying to get a blood sample out of him right now is finding that even diamond-bit drills break off on his skin.

"God he looks like a kid," another new voice comments.

"Corporal Corben, as I have already had to correct repeatedly 'it' is not a kid. 'It' is not human," Lex says, sounding increasing irritated at having to repeat himself.

"General," Irons interrupts. "Are we really allowing this?!"

Lex cuts in before General Lane can answer. "Dr Irons. Do you think your 'Steel Soldiers' programme can really cut it against something as powerful as this creature? The Mandroids I built for SHIELD have already failed in that test. While armoured suits have undoubted uses, it will not be enough against an army of its kind."

"I thought he said he was the only one of his kind left," Corben reminds everyone.

"And we what, Corporal? Take its word for that?" Lex asks sarcastically. "The good General's daughter has already made claims that contradict that assertion...and oh can we please douse the creature with another batch of Sarin Gas before it regains its strength?"

"General!" Irons snaps. "Are you really going to allow this to continue?!" the man demands to know again.

"The President ordered that this creature be contained. We've contained it. Now we need to understand it and find out its weaknesses to better aid in the defence of the country. Something I believe you swore an oath to, Sergeant," Lane reminds Irons.

"I swore an oath to uphold the ideals of the United States of America and nowhere in those ideals does the practice of torture ever get defended. In fact if I recall correctly its the opposite!"

"We have our orders, Sergeant," Lane states, shutting this argument down as far as he is concerned.

"And I have my conscious, sir...and you can have my immediate resignation," Irons informs his superior officer as he storms off, unable to reconcile his beliefs with what is happening here.

"I didn't think he would quit," Lane just has to admit in surprise.

"I'd thought he'd never leave," Lex mutters, disrespectfully. He's got enough to do without listening to all that so-called moralising. After all his off-world 'partner' will be here soon and he has to figure out Superman's secrets before the impending arrival. Specifically Lex would love to know where the 3 Stones of Power his father use to obsess over are...or more accurately where Superman hid them. There are many things he needs to know and not very much time to discover them so they need to get on with this. "So now we've established torture is a very bad thing...lets ramp up the shocks to 300,000 volts at 10amps...and then, with the General's permission, I'll begin the interrogation."

"Why you?" Corben asks the pertinent question.

"I've had previous experience in interacting with the alien," is Lex's reply.

"Do it," Lane agrees as they shock Superman again.

* * *

 **At the Institute...**

The senior members were having a meeting down in the War Room. Not, on this occasion, the Kents because no matter how much they wish to be involved, Jonathan is Mayor now. He can't be involved in actions that will almost certainly stray into the illegal. Charles made the decision...and no, his two friends were not very happy with him at the moment.

Logan was pacing like a caged animal, his claws threatening to break out through his skin. One of his kids had been taken...and to put it extremely mildly, he was pissed.

Surprisingly he was joined in the pissed off ranks by Jean who was visibly fuming. There was a space around her as her anger was making her powers flow off her in waves, making it literally physically uncomfortable to be too near her.

Jean is rarely this angry. If one was to examine why she is on this occasion, one might conclude that her feelings for Clark have reached the point of being very deep and her anger is masking her fear over his fate.

On the other hand what one might be seeing is the influence of a growing darkness inside her as an ancient entity's influence over her grows as its own power grows towards full restoration.

In any case not even the Professor's words seemed to do much to reduce Jean's fury so for once he realised that he just needs to let Jean burn her anger out.

"So do we have a plan?" Domino decides to be the one to ask the question and get the meeting under way.

"Not yet," Cyclops answers, his mind trying to push aside his earlier meeting with Emma. This wasn't the time nor place to think on what she was saying...nor to admit how much effect she has on him.

"We, as of yet, do not even have a location for where they took Clark," Storm points out.

"Give me 5 minutes with one of them," Logan mutters threateningly.

Jean agreed...only she would take less than a minute to rip it from their minds...before she blinks and realises what she was actually thinking there. That...she doesn't do that. She's never that violent...except when there's no other choice. After all she has, on occasion, taken by force information they needed from someone's mind. She hates doing it though.

"We must not rush into doing anything," the Professor advises caution.

"Aye," Banshee agrees. "Remember t'is is th' army we're talking about," the Irish mutant reminds everyone as to who exactly has Clark.

"Yeah, what was up with that?" Domino asks. "I mean seriously just how many men and how much hardware was that they sent after him...into a built up area?!" she tags on considering the damage the news has been reporting.

"Yes, fortunate no-one was killed," Sage distils her opinion in her normal analytical, dispassionate tones.

Charles had to admit Domino had a good point. It was almost overkill despite the fact the government has been after Clark for months. Sage also has a good point. Almost a miracle no-one was killed.

"Ever get th' feeling yer missing something," Banshee offers.

"Frequently," Beast intones. "In this case more so than usual."

Jean frowns at their words as it triggers a memory of something Clark had said. About there being something bigger going on. What were they talking about again? Think Jean, think.

"We are at a point I believe we all wished to avoid," Charles states. "What would we do if Clark was actually captured? Would we really go up against the government?" he airs the questions they've avoided answering because of how difficult it is. On one hand X-Men don't leave one of their own behind. On the other, rescuing Clark risks bringing the government down on their heads. Mutant/human relations are so delicate right now that rescuing Clark could have grave consequences. On the other hand leaving Clark to whatever fate the government has in mind for him is unthinkable.

You see why he had wished to avoid this exact scenario.

"You're not suggesting leaving him with them are you?!" Jean asks, appalled at what the Professor seems to be implying.

"No, Jean. I'm asking that we think very hard on the consequences of any action we take," Charles responds. "To be seen to act against-AARGH!" he suddenly calls out in pain, grabbing his head…

...and he isn't the only one as both Jean and Sage do the same.

"Charles!" Beast rushes to his friend's side while Storm and Scott rush to the other two.

"Henry," Charles chokes out.

"What is it, Charles?" the hairy mutant asks with obvious concern over his friend's well-being.

"P-psychic...assault...never felt anything...like it...gah," Charles manages to choke out before he slips unconscious.

"Charles? Charles!" Beast tries to reach his friend but nothing and by now both Jean and Sage have followed him into unconsciousness.

"Logan, Sean, go upstairs. Check on the other psychics," Beast orders, thinking of Betsy, Marie, Wanda possibly as well.

The two rush off.

"What is happening?" Scott asks Beast.

The older, hairy, mutant can only shake his head. "I don't know."

* * *

 **Secret Military Facility...**

Clark was definitely not having a good day. Don't get him wrong. He's had much, much worse days but this one is definitely threatening to enter his top 10. Top 5 if he has to listen to Lex drone on much longer. Honestly Clark's been tuning his former friend out for awhile now. Some waffle about him being the vanguard of an alien invasion or some other such nonsense. Though Clark is wondering how much of this is what Lex genuinely believes and how much is for show for his new military pals.

Superman just laughs suddenly. There's really no good reason why.

"What's funny?" Lex asks over an intercom, not willing to actually enter the room with Superman.

"That you think any of this will be effective," Superman chuckles. "I use to think you were a smart guy Lex but you really are an idiot," he insults the bald man. Clark, with his x-ray vision, can see Lex visibly fume. He laughs again. "Compared to Apocalypse you're rank amateurs," he points out that nothing, absolutely nothing they have done to him so far compares to what the ancient mutant did to him. And don't get him started on his stay in Limbo.

"We will talk about Apocalypse...in time, _alien_ ," Lex promises.

"Have you always been this xenophobic, Lex or is all this a show for your army friends?" Superman wonders.

"I'll ask the questions here!" Lex snaps. "Hit him again with the Sarin Gas. Lets see if 5 minutes of that will loosen his tongue," he orders.

Oh joy. Poison gas. Do you know how long that takes to get the taste out of his mouth? If only he could get 5 minutes to regain his strength…

"General Lane," a soldier comes up to the senior man. "There's someone claiming to be your daughter at the gate," he informs him.

"My daughter? Oh God," Lane laments as he storms off to confront his troublesome oldest.

Superman sniggers despite the gas making him cough. Only Lois. Though how did she find him? And is he end up going to have to save her?

Sigh.

So one of _those_ days.

* * *

When General Lane reaches the gate he finds not only his daughter but that other reporter she hangs out with. What was the woman's name again?

"What are you doing here Lo?" Lane demands to know of his daughter.

"I know you have Superman here," Lois states firmly.

"'Here' is a secure military facility," Lane replies.

Lois folds her arms across her chest and Andrea does the same, willing to remain silent for now and let Lois deal with her father, while she looks for a way to sneak in and rescue Clark.

Lane rolls his eyes. Here we go. He's seen this attitude before.

"Nice of you to confirm it for me, dad," Lois snarks. "Now why don't you explain to me why the hell you were willing to risk massive civilian casualties to capture him?"

"There were minimal civilian casualties."

"Because of Superman's actions, not yours," Andrea retorts, having seen the news footage.

"Uh huh," Lois nods in agreement.

"I had my orders," Lane replies.

"Yes, very sudden that," Lois says, suspicious. "You and before that SHIELD have been chasing him for months, then out of the blue you get new orders to capture him using all necessary force, way beyond what had previously been authorised."

"How did you..." Lane stops himself as the smug grin growing on Lois' face.

"We have our sources," Andrea answers that one.

"Come off it dad, you telling me that even you didn't find it odd, these new orders?" Lois presses her father.

"What was odd about it? The President has wanted the alien captured for months and his patient has simply ran out. If it was me it would have run out long ago...and what is this really about Lo? For months you ragged on that alien in the press."

Lois briefly looks chagrin. "I did...because I didn't understand," she admits. "Now I do," she reflects on her time on that island, alone due to the Black Swan, as Lois had learned she was called. Point being her dislike of Superman has passed and she's now more willing to be open-minded about him.

"It's nonsense," Andrea states, her Nightwing persona leaking through her geeky appearance. "He does nothing but help people, yet somehow that qualifies him as dangerous."

"He stormed into Congress! He could have killed every single one of them!" Lane argues.

"As if you would have shed a tear," Lois snorts disparagingly. "You hate politicians," she reminds him.

Well that may be true but Lane isn't allowing his daughter to get the upper-hand on him. "I uphold the Constitution of these United States."

Lois rolls his eyes at that bland, jingoistic garbage. "This is wrong, dad. Why can't you see that?"

"He's a good person, better than a hell of lot of others I could name," Andrea adds.

"He is not a he at all. He's an alien. Why is that so hard for people to remember?" Lane asks in deep frustration.

"Wow, way to jump right to xenophobia there dad," Lois mocks him.

Lane rolls his eyes. He's had enough and turns to the soldier guarding the gate, "Get Corporal Corben up here," he orders and the soldier calls down into the base. "He can deal with you," Lane says to his daughter.

Lois almost sneers. "Sicing my boyfriend on me? Gee, dad, no wonder you made 3-star General with such acts of courage," she says, her voice dripping with sarcasm.

Lane checks his watch. Corben better get here fast or he swears to God his head will explode.

Meanwhile an indistinct soldier passes the squabbling family and enters the base. A man who is not remarkable in the least. Not someone you would look twice at.

* * *

Back down in Superman's torture chamber the gas has been switched off.

"Where were we?" Lex muses aloud.

"Probably about to ask me if my super-advanced civilisation has a cure for baldness," Superman quips, his voice a little hoarse.

One of the technicians actually laughs...until Lex glares a hole through the woman.

"Though I'm afraid there's nothing I can do for your many, many personality shortcomings."

"Very amusing," Lex states, sounding about as far from amused as possible.

"I try."

"Shock it again!" Lex orders, punishing Superman for the attempts at humour.

"How original," Superman drawls just before the current surges through him again.

* * *

Corporal John Corben wasn't told why he had been summoned to the gate but as soon as his eyes fall on the woman he is dating, a sinking feeling hits his stomach. "Lois, what are you doing here?"

Lois snorts. "You get mysteriously called away in the middle of the night and you expect me not to find out what's going on? Do you know me at all?" she asks in all seriousness.

"You deal with them," Lane orders as he walks off.

"Father of the Year actions there, dad!" Lois shouts after him sarcastically. Honestly and he wonders why she barely ever admits being related to him? She turns to her boyfriend, who has his arms folded across his chest, looking decidedly unamused. "What?" she asks him, her arms akimbo.

"You know what," John replies, his tone telling her not to act stupid.

"Don't even start with me, John," Lois warns him.

"I will most certainly start with you Lois," John replies in equally warning tones. "You can't just show up at a military facility, demanding entrance and for what?"

"To do what is right!"

"This is a matter of national security."

"Bullshit!"

"I'm going to just go and let you two sort this out," Andrea decides, before stumbling over her own two feet...deliberately she might add, forcing John to catch her. "Oops," she says nasally. "Sorry," she says to John. "I've always been clumsy. My mother always thought my feet were too big or something. She was very strange. Thanks for catching me!" she babbles nervously as she stumbles away.

"Honestly I'm amazed she hasn't killed herself yet," Lois mutters at that very typical act of her friend.

"Stop trying to change the subject, Lo," John tells her.

"Oh, I'll stick to topic if you want but you'll regret it," Lois says with a menacing gleam in her eye.

John already does.

Andrea leaves the two alone. She's gotten what she wanted. John's electronic key card, picked from his pocket. Honestly, it never ceases to amaze her how people buy the clumsy act but now she has a way in. Time for Nightwing to make an appearance.

* * *

"Now, let us talk about your alien civilisation," Lex says, getting down to business after another round of electric shocks.

"I'd rather talk about the one you're aligned with," Superman replies.

"What are you talking about?"

"Oh, Lex, Lex, Lex," Superman says, shaking his head sadly. "You severely underestimate me if you didn't think I'd figure it out."

"Figure what out?"

"The weapons you've been supplying to the military and SHIELD."

"What about them?"

"They're way beyond human technology. Someone's been supplying them to you. Someone not of this world. Do your army friends know about your alien friend? Because if they don't I'm thinking awkwaardd."

"You underestimate human ingenuity," Lex sneers.

"I really don't," Superman replies in all honesty. "But I do know that you think you're way smarter than you really are. As I recall it was your father's flaw too."

Lex storms to the two way glass separating this room from where Superman is and bangs on it in anger. "How dare you! I am not my father!"

"Aw, did I hit a sore spot?" Superman asks, childishly before becoming more serious. "You have seem to have forgotten all the fun, fun, things we've been through these last few years Lex. You and your father together. One big happy family. On by the way, how's your sister? Haven't seen her in awhile. Up to no good no doubt. Chip off the old block, just like you, huh?"

"My family is none of your concern," Lex growls in repressed fury.

"It kinda is since none of you can seem to stop putting your own selfish needs above everything else. How many times have your father or you or Lutessa put countless innocent people in danger?"

"What we have done is to protect this planet from the likes of you!" Lex snaps, in serious danger of losing control.

"Wow, do you really want to sit here and trade who has put what in danger? I'm pretty certain if we were to list it out you and your family are way, way, way, way, way ahead. Quick question; You seen Toyman lately? He keeps sneaking away and he does have this hard-on hate for all things Luthor so I figured he might have come calling."

"That lunatic has nothing to do with what we are discussing."

"Oh you'd be surprised where Toyman pops up and what weird things he has been up to. I have this whole room dedicated to his so-called lunacy. In fact I think I have more stuff on him than I do on you. You've been slacking Lex. Slowing down in your old age?"

"You will not succeed in changing the subject," Lex warns.

"Ok, sure, lets get back to talking about your alien ally. I have absolutely no problem with that. So how did this relationship begin?" Superman asks in a manner as if he is in the interrogator and Lex is the prisoner and not the other way around.

"You are the one here to answer questions, alien," Lex states, refusing to allow Superman to turn this conversation around on him. Specifically because he doesn't want to talk about what Superman is trying to talk about. Lex's ally. "Lets start with your real appearance."

Superman rolls his eyes. "This is my real appearance, dumbass," he says, being deliberately insulting but who can blame him? After the day he has had so far even that inbuilt Kent modesty, politeness and respect has reached its limit.

"Hardly," Lex says sceptically. "I don't buy it as a mere coincidence that you look like a human being. It's a trick to make us more comfortable, to lower our guard around you."

Superman sighs. "I don't look like you. You look like me. My race is older," he tries to explain.

"And where is your race, hmm? When does their invasion fleet arrive?"

"I say words but they just enter one ear and exit out the other don't they. Did you miss my speech to Congress? You know, the one where I talked about the extinction of my species. I don't retell that story for the fun of it. It ain't exactly a topic I enjoy talking about."

"Lies, deceptions, misdirections," Lex accuses.

"Well if you've already made your mind up why are we having this conversation? Because I really have better things to do," Superman points out. Clark really should get back to finding the Metaleks. He only let himself be caught in the first place to prevent these morons killing someone.

"You aren't going any..."

Lex's rant is cut off when the power suddenly cuts out. Emergency lights soon kick in. "What just happened?!" he asks one of the techs...who are completely clueless.

"That is my cue," Superman reflects as, with a flex of his mighty muscles, he breaks free of the chair.

"What?!" Clark's old friend roars.

"Thanks Lex," the alien hero remarks. "Always count on you to talk long enough to let me recover my strength," he explains as he grabs the electric chair and throws it through the two-way mirror, smashing it. He then hops through, dusting himself off. "Now then as much as I would love to stay and chat I actually have a hot date I'd like to get back to so toodles," he waves at them with an infuriating smirk and blurs away. Course Clark isn't lying. He does have a hot date to get back to. He hopes Jean is alright.

Alarms blare as Superman slides to a stop, confronted by a dozen armed soldiers blocking his exit. "I have no wish to harm you," he states, "but I am leaving. Be warned that shooting me in a confined space would be a terribly bad idea. I'm bulletproof and ricochets can be a killer."

He then proceeds to walk forward, slow but steady strides and the soldiers back up creating a space through the middle as Superman walks through to reach elevator doors. He slides them open, steps over the threshold and then floats up the shaft.

Meanwhile an indistinct soldier passes by the rear of the squads of soldiers, making his way out after leaving the power room. Not that that has anything to do with the power loss you understand. After all he is just a man who is not remarkable in the least. Not someone you would look twice at.

Superman accelerates as he nears the elevator above him and smashes through the floor of the car to the inside...where he receives a punch in the face for his efforts. "Nice to see you too, Nightwing," he grumbles as he rubs his jaw.

The brunette woman blinks from behind her mask. "Oh...hey!" she says somewhat awkwardly. "I was just coming to rescue you."

"I appreciate the effort," Superman says, genuinely touched she was going to go through this much effort. "But you need to leave," he tells her. "I'll keep them distracted," he promises so she can sneak out. "But don't think this is over," he cautions her. "Something...bigger is on its way," he says, referencing what the Metaleks were saying. "I don't have time to explain here. Just be on guard. I'll see you...when I can," he tells her as he smashes his way out of the elevator...only to be greeted by more soldiers.

Sigh.

Superman inhales and unleashes his superbreath, blowing the soldiers over like bowling pins. Now that he's above ground he blurs through the building, out the door, past Lois bickering with some Corporal like their an old married couple(huh, is that her boyfriend? Clark had never met him before) and he then leaps upward before his powers of flight take over and he soars up, up and away...

* * *

 _Author's Note: It was never likely they could hold Clark for long...which was(spoiler alert) some greater power's plan all along. Answers soon. Huh, now why did I keep mentioning that indistinct solider? The one that nobody notices because there is nothing to notice. He's not remarkable at all. Just an ordinary guy. Weird I kept mentioning him. Thanks to everyone who wrote reviews. Next up; Enter...the Collector part 5 as the next phase of the Collector's plan begins._


	40. Chapter 40

Chapter 40

 **Secret SHIELD Facility...**

Out of what appears to be a simple large grey rectangular box steps a new facsimile of Maria Hill to replace the one Brainiac destroyed. Not yet clothed it walks over to the communications hub and plugs in, instantly getting updated with the latest reports from all the infiltration units.

" _...You failed in your assigned directive..."_ the voice of the Creator states.

"Confirmed, Creator," Hill-bot replies, bereft of emotion.

" _...Alterations to designated sequence must be made..."_

" _...Acceleration of plans must begin..."_

"… _Phase One of the assault has begun. Those of psychic ability have been disabled and will soon be collected..."_

"As you command, Creator. And the Kryptonian?" she queries. "Infiltration Units have reported his escape from the army base."

" _...As expected. The primitives were never capable of containing the Kryptonian survivor for a prolonged time interval..."_

" _...The army will not realise that we ordered them into Bayville as part of our plans until it is far too late..."_

" _...In response to the Kryptonian's escape they will now activate 'Project Metal-Zero' as a contingency...as was the intent of arranging the Kryptonian's 'capture'. Once they do commence Phase 2..."_

"By your command, Creator."

* * *

 **Elsewhere…**

More specifically in the skies Superman is discovering that today is just not the day he is going to get a break. He escapes the army base only to find himself once more pursued, chased, hunted and shot at by aircraft that frankly almost seemed to be waiting for him.

Just when he really needs to be getting back to the mansion and coordinating with the X-Men. After all if the Metaleks' Master is here, like they claimed then…

...then…

...then this is all a distraction to keep him busy.

Clark mentally swears in his head. How on Earth did that just occur to him now?

Streams of red fire erupt from his eyes at the missiles heading his way. No way in hell is he letting those hit him again.

Clark may have figured out this is a distraction but right now he can't do anything about it. Not with the near armada of planes bearing down on him. He'll be lucky to survive this. Rao curse them all as he dodges and weaves through the metal being shot at him.

* * *

 **US Army Base...**

Back at the base, after having his daughter forcibly escorted away, General Sam Lane is down in the room where the Metal-Zero(some idiot joked they should just call it Metallo) armoured suit sits. It had been in the works for years, totally separate to what SHIELD had been working on. Or anyone else. Now it seems armoured suits were a dime a dozen almost.

General Lane would not allow the army to be left behind. Especially not with the push to have SHIELD hived off to the UN. It meant the army would be needed more than ever to defend the United States.

And now being fitted into the suit was the pilot who had been being trained intensively for this for months.

Corporal John Corben.

" _Steel Soldier is go for Metal-Zero infusion!"_ a tech's voice says over the intercom.

"There will be 'some' discomfort as the neuro-electronics bite, Corporal Corben," another tech in the room warns him.

"I am aware," John bites sharply, annoyed at being talked to like an idiot. He knows all about what happens next. "I've been training for this. Get on with it!" he snaps at them, impatiently.

"You're a brave man, John," General Lane tells him. "You're going to be our first line of defence against all those that threaten us, be they mutant or alien."

About half a dozen tubes with needle points begin to move under their own power and slide their way into John's head, directly into his brain. A neural interface designed by Lex Luthor...with help from his 'mysterious' partner.

Speaking of Lex he's at the back of the room, just observing quietly.

"Ghh!" John tries to suppress the sharp pain. "Spinal bond...fff...s'harsh...it's..."

" _...Metal-Zero...online...override initiated...collection...confirmed..."_

"What was that?" John asks. "Did someone...is that the computer talking?" he queries about a voice only he can hear.

He doesn't realise that in a way it is a computer talking. The one who designed the neural interface and is now taking control of its property.

John starts to have a seizure as nanoscopic fibres erupt from the needle points inside his brain and start to weave their way through his brain, connecting directly with the neurons, taking over their functions.

"No. No, stop it! This isn't right!" John tries to fight as the alien presence takes over his mind.

" _...You now serve the Colony of the Collector, John Corben. Resistance is futile. Preservation is all that matters..."_

"Nooo," John chokes. "I was doing my duty. I'm a human being. I was doing it for Lois. To protect Lois. Lois...oh God," he says in horror as he is connected to the Collective and sees just what it is that now controls him and what it intends to do.

"AUUUURRRR!" John screams as a greenish energy surges through the suit, his eyes glow bright green and a green glow can even be seen down his open mouth.

Then its over and John is doubled over in the chair.

"Oh God, oh dear God," one of the techs says in horror as he looks at the readouts on a tablet. "John! His heart burst!" he yells.

In response a very inhuman voice speaks through John Corben's mouth. _**"...I am. I am without a...heart..."**_

His right hand then grabs the tech round the neck, which breaks with a sickening snap.

" _ **...I am the Voice of the Colony of the Collector...Of Worlds..."**_

Everyone is frozen in stunned silence, immobile. Everyone but Lex Luthor who shoves his way forward.

"On behalf on the people of Earth let me be the first to welcome you," Lex says. "I assume our bargain remains intact?" he queries.

Metal-Zero rises to its feet and gazes down at Lex. _**"...**_ _ **The Kryptonian shall be removed from this planet. There will be preservation of that that is endangered..."**_

"Luthor, what have you done?" General Lane hisses at him.

"Saved us all, General," Lex states with supreme arrogance. Little does he know just what sort of trouble his arrogance is about to get him and the rest of the human race into.

* * *

 **On approach to the SHIELD Hellicarrier...**

"Initiate Phase 2," the cold voice of Maria Hill commands as she flies back to the Hellicarrier. It is where she needs to be for Phase 2. She receives the confirmations from the infiltration units just as her plane lands.

Hill decants from the plane and strides towards through the Hellicarrier to the bridge. Upon entering there is near chaos as Phase 2 begins.

"Give me reports!" Fury is ordering.

"Sir, there are reports from all over Bayville of robotic machines pouring onto the streets," one agent reports.

"From where?"

"Everywhere. All automated factories inside the city are producing them."

"It's not just Bayville," another agent says. "We're getting reports from all over the country...no the world," she corrects. "It's happening everywhere. It's like some sort of virus has taken them over."

"What are they?" Fury wants to know.

"They are called Terminauts," a cool voice states.

Fury turns, his brow furrowed as he faces his 2nd.

She continues, "They will collect and preserve all significant artefacts. The city you call Bayville will be sealed off, its inhabitants incapacitated and prepared for permanent null stasis. The same will happen with the town of Smallville so its unique mutated humans can be collected, preserved and studied."

"Hill? What are you talking about?" Fury wonders.

"The human designated as Maria Hill was replaced with this replicant 183 days ago."

Fury reaches for his weapon, only to find Hill has already moved, grabbed his wrist and with a twist shatters it.

"I will kill you if necessary, Director Fury," she states. "The choice of my next action is yours."

"Shoot her!" he orders.

Nobody moves. They just stare blankly.

"All personnel in key positions have also been replaced," Hill states.

Fury looks around. Everyone around him has been replaced and he never knew. "Why not me?" he wonders. Why hasn't he been replaced.

"It was not necessary," is all the explanation Hill gives. She looks at the bridge personnel. "Continue with the Creator's directives. Have all this planet's data copied and filed for transmission. Activate the Trojan programmes and disable planetary defences."

"What are you doing?" Fury wants to know.

"The Multitude is approaching. Its arrival will bring about the destruction of your world and the death of all biological species that inhabit it. That is unacceptable. Its knowledge, artefacts and a viable cross-section of its biological species will be collected and preserved. "

Fury cradles his broken wrist. In his experience people only tell you their plans when they believe there is no way they can be stopped...and right now he's not certain they're wrong. They are in a lot of trouble. Fury then finds himself eyeball to eyeball with what he thought was his 2nd in command...and now, only now is does he see just how...inhuman she, or whatever she or it is, is.

Hill-bot speaks, "Fear not, Director, the Human race will survive for the Collector of Worlds is here."

* * *

 **US Army Base...**

"Luthor, you better start explaining. Now!" Lane snaps at the bald man.

Lex lets out a painful sigh at having to explain the obvious to morons. "It's very simple General. Superman was right. I have been getting, how shall I phrase it, off-world assistance."

"You made a deal with an alien?! Are you mad?!"

"On the contrary General, I am quite sane. In exchange for technology that has, by the way, upgraded your defence capabilities by about 50 years in a matter of months I agreed to assist our 'friend' here in capturing Superman. That's all it wants. Once it has Superman it'll leave and our 'alien menace' issue will be resolved. A fair exchange for everyone involved."

" _ **The Kryptonian survivor will be removed...once the question has been answered,"**_ the voice that now controls John Corben responds, any delay in speaking vanishing as complete control over all functions finalises.

Lex looks as confused as anyone. "What question?"

 _" **Nature or nurture?"**_

The lights then flicker.

"Sir!" a tech shouts.

Lane audibly groans. "What now?!"

"Our systems are being infiltrated by some sort of virus. All data is being copied and then sent...somewhere."

" _ **All planetary data is being collected and will be added to Colony's library. Samples are being collected for preservation. Planetary defences have been neutralised to prevent impediment of primary directives."**_

"Samples? Data? Defences? Luthor?!" Lane demands to know what is going on.

"I do not know anything about this!" Lex holds his hands up. "You! Explain!" he demands of his ally.

" _ **Calculations indicate 100% chance of planetary extinction upon arrival of the Multitude. There must be preservation. Phase 2 has been initiated. Phase 3 will begin in designated time period. Kryptonian supplement to standard operative procedure commences. Metal-Zero has been obtained for this function."**_

Before another question can be asked the rockets in Metal-Zero's boots activates and it literally punches its way straight out.

Lane looks straight up through the hole punched through his base all the way out. "Luthor!" he yells in fury but he is wasting his breath. Lex is already gone.

* * *

 **Bayville...**

"It is so one of _those_ days," Superman grumbles to himself as he smashes through an army of robots. Yeah, even with being chased and shot at it didn't take him long to notice. It's not exactly like you could miss it.

One superpowered punch sends one of the humanoid-esque robots smashing into a few others before Superman blurs over to a nearby bus and yanks the doors open. "Everyone get on," he ushers the people he just saved to get on the vehicle. "Get out of here!" he orders them as heat erupts from his eyes as the next wave approaches.

Though even for him this is a nearly hopeless task. No matter how many he destroys they just keep coming as several more jump him.

" _...Secure..."_

" _...Kryptonian..."_

" _...Specimen..."_

"Who are you calling 'specimen'-argh!" Superman asks with a roar as he flings them away. That's when his superhearing picks up a familiar voice. "Can she never stay out of trouble?" he asks with a weary resignation as he blurs away through the streets.

* * *

The 'she' he is referring to is one Lois Lane who was making her way to the Institute after her dad, her own fricking father, had her kicked off the base...and the less said about her boyfriend's part in that the better.

And where Andrea vanished to God only knows. All Lois got was a vague text message about meeting up later. However right now Lois has other things on her mind...like the army of robots that just appeared from nowhere.

"Get the hell away from me!" Lois is yelling as the robots rip her car apart to get at her and just when they are about to they are thrown away and her alien-born saviour arrives. "Superman?"

"Lois," he acknowledges her as he offers her his hand. "Come on. We need to find you somewhere safe."

Lois takes the hand and lets him help her out of her ruined car. "Is there a safe place?" she asks, looking around at the utter chaos as the seemingly endless hoards of mechanical men abduct everyone they can get their hands on.

Superman looks around. He wonders if she is right. "I'll get you to the mansion. It has defences. It's the best I can do right now because this...this isn't the worst of it yet."

Lois wonders what the hell that can mean. "How can this get any worse?" she asks...and even before the words have left her mouth she curses her stupidity for saying that. You never say that and she is proven right when a green energy blast hits Superman square in the chest...and she is shocked by his scream of pain as he is sent flying backwards to land in a heap.

Lois looks for where the blast came from and her eyes go wide at what is landing near her. "John?" she whispers.

"Lois-help-no-John-it's in my-another planet-bigger than-I- _ **I am the voice of the Colony. The Colony of the Collector of Worlds."**_

"No. You're not. You're US Army Corporal John Wayne Corben. You're my boyfriend. John! Um...remember when we took that short trip to Mali and you discovered your allergy to Spam and broke out in hives?" she tries to reach him by recalling something they did together

Metal-Zero advances on her and Lois backs up, trying to think on how to reach him. "John. Listen to my voice, ok. Your favourite band is the Red Hot Chili Peppers. The ending of Pinocchio makes you cry every time. I know you don't want to hurt me, John. We care for each other...shit. I've never been very good at saying how I feel. It's more than care. I...love you."

" _ **Humans believe Love is an emotion of the heart...but I have no heart. I need no heart. I have only one purpose. To gather and preserve the knowledge of the universe...and the prize in my collection; the last living Kryptonian."**_

"Oh collect this!" Superman says, annoyed as hell at the day he is having. Metal-Zero turns just as Superman strikes with a punch...that moves the large armoured suit back about 2 steps. "Uh-oh," he says in bad realisation. That was a mistake.

" _ **We have studied you and discovered that which the humans remain oblivious to. We are aware of your vulnerability to the radioactive elements of your homeworld. It is why we made sure the humans installed them as the power source of this suit."**_

"Yeah, I kinda got that already," Superman says in reply. After all nothing hurts him quite like kryptonite so when that beam struck him he knew instantly what it was. Bad thing is because he was at his Prom he wasn't wearing the good outfit. You know the one that blocks most of the radiation. Which is why his punch was so weak. Frickin kryptonite!

Metal-Zero lurches at him and they wrestle, the kryptonite weakening Superman by the second. _**"This is merely one of the many weapons humans are building to kill you. How does that make you feel?"**_

"I dunno. Hungry maybe?" Superman quips, sweat peppering his brow from the kryptonite sickness.

" _ **You attempt to use humour to hide your emotions. Inefficient,"**_ Metal-Zero comments as a green ball of energy forms from a weapon on the right fist and then smashes into Superman, connecting with a force that would give the Juggernaut envy, sending him flying through the air. Metal-Zero flies in pursuit.

"John!" Lois screams after him but he isn't listening. More Terminauts move to capture her until an army truck rams them down.

"I think it's time we leave, Ms Lane."

Lois glares at the driver. "Lex Luthor," she says from grinding teeth. "Why the hell am I not surprised you're involved in this?"

"Either get in or take your chances. Your choice," Lex offers her.

"Son of a bitch," Lois mutters. She has no choice as she hops in the truck. Just as she sits down a robotic alien voice echoes out of Lex's phone.

" _...Commence Dwarf Star Lensing..."_

"What is that?" Lois demands to know just as an eerie green glow encompasses her, the truck and all of Bayville.

* * *

Superman flies...this time a hell of a long way, crashing just outside of town, forming a crater. He coughs harshly as he struggles to his knees. He hears the roar of the rockets as Metal-Zero comes into land. He is just struggling to his feet when a green glow encompasses Bayville...and then it is gone. The entire city has vanished leaving a giant hole in the ground where it use to be.

"What have you done?" Superman demands to know.

" _ **Collection is complete. Secondary objective; Smallville...Collection complete."**_

"Smallville?" Clark queries in puzzlement. Why would it want Smallville?

" _ **Only you remain to be collected,"**_ Metal-Zero informs the worn down hero.

"Superman. I'll take care of this," a new voice announces as a man in a similar armoured suit, if a little more primitive, arrives, large sledgehammer in hand.

" _ **Doctor...Irons,"**_ Metal-Zero identifies the man as the hammer strikes and electricity sizzles on contact.

"I don't know who's in charge there, John but I designed and built that warsuit you're wearing...and I'm TAKING IT APART!" the African-American man vows.

The now former US Army Sergeant John Henry Irons, having literally just quit a few hours ago, was not about to just standby and do nothing as everything fell apart. After all you don't think he didn't bring his own prototype along with him did you.

John never did trust Luthor. Two main reasons really. 1, the man's reluctance to explain how he was making these incredible technological jumps forward in enhancing the Steel Soldier project. 2, Luthor has never played the Bongos, unlike John's personal hero Nobel winning physicist, Richard Feynman. Coolest guy on Earth in John's opinion.

Unlike his parents who thought it funny or something to name him after the legendary steel-driving man. The playground taunts growing up...well now he has something to take that long repressed anger out on.

"John, what has happened to you?" Irons asks as he smashes the poor possessed man again with his hammer. Yeah, the irony of him, John Henry, fighting a machine isn't lost on him. Also now, as an adult he does understand why his parents named him the way they did. They wanted him to be like the legendary John Henry. To always do his best and never back down from a challenge...and believe you him this is a challenge. "Stop John, or I will stop you," he swears.

" _ **Improbable,"**_ is the response as Metal-Zero knocks away another attempted strike. **_"My onboard CPU can process two hundred terabytes of data per second. Your human reaction time is pitiful by comparison,"_** it states and just to prove it, easily manages to throw John into a nearby abandoned car before unleashing a hail of bullets from a small gun built into the left hand.

"Nngh...yeah, I know your operating specs! I know...better than anyone...what you're capable of," he points out before his rocket boots fire and he slams himself into Metal-Zero's torso. "That's why I'm taking you down!" he promises.

For his trouble he gets punched in the face, destroying the eyepiece that was over his right eye. Perhaps this is not the moment to remember that the legendary John Henry died beating his machine. He then finds himself being literally crushed in a bear-hug. The metal of his suit creaks under the strain as he cries out in pain.

" _ **Your awareness of my capabilities renders your continued actions all the more illogical,"**_ Metal-Zero states. **_"You attempt to shield yourself in steel. However I am steel, whereas you are merely flesh. How did you hope to survive?"_** it asks as Irons manages to just wiggle himself free.

John breathes hard. "Oh, I can do more than survive. Actually I beat you two minutes ago," he says with a sudden utter confidence. "Metal-Zero is a powerful weapon. More than that it's my weapon. Do you really think I wouldn't build in a fail-safe? I designed your two hundred terabytes per second CPU, complete with an external USB port for instantaneous data upload...say with a flash drive with an autoloading virus!"

And Irons speaks the truth. There, plugged into the back of the neck is a flash drive. Irons had managed to sneak it in during their fight.

"You should just about be able to feel it by now. The virus is crashing your motor systems," Irons calculates. He picks up his hammer. "See, the thing is, you're right. I may be flesh and you may be steel...but I'm not just any man," he continues as he swings his hammer back, "I'm a STEEL DRIVING MAN!" he roars as she smashes the hammer into Metal-Zero's chest with all his might. Electricity sizzles as the armoured suit cracks, sizzles, mini-explosions rock it.

Metal-Zero flies back and lands in a heap as Irons approaches it. "Now we'd better get you deactivated before your systems reboo..." he gets cut off.

" _ **I withdraw...my pawn...for now. Yet...this changes...nothing. Your...world is...mine!"**_ Metal-Zero's last words echo as he vanishes in the same green glow Bayville did.

John looks at where his creation was for a few moments. He created it because he wanted to serve his country...and maybe he still can just in a different capacity now he's quit the army. There are lots of heroes in the world. Perhaps there is room for one more.

Speaking of heroes, John jogs over and helps the wobbly looking Superman to his feet. "You alright?"

"Not really," Superman groans. Damn kryptonite. Bane of his life. "Where did the city go?" he asks.

"It has been collected."

Both Superman and Irons turn to find they have been joined by another soldier. A man who is not remarkable in the least. Not someone you would look twice at. Not until his entire form ripples and changes into the familiar form, to Superman at least, of his former principal. "Brainiac!" he spits the word out hatefully.

"Kal-El," the Kryptonian artificial intelligence acknowledges him. "We need to talk."

* * *

 **At the Institute...**

Down in the infirmary a slightly tattered looking Storm walks in, aiding a battered looking Forge inside.

"Over here," Beast's golden-skinned assistant escorts them to a place on the floor. They had run out of beds, what with all the psychics unconscious and now this assault on the mansion by the army of robots.

"How goes the siege?" Beast wonders as he walks in with piles of medical supplies in hand.

"They have retreated for now," Storm informs him. "They seem to be regrouping. I mustn't stay long but I must ask about Charles and the rest. Do you know anything?"

"Not much beyond what Charles managed to say before he passed out. They seem to be under some sort of psychic assault."

"From whom?" Storm wonders.

"Probably whoever is in charge of the robots," Chloe offers. "Seems too much of a coincidence if you ask me," is her view as she examines Forge...using her powers. She's an empathic healer remember. With teaching she's learned how to use it to sense damage. "It's not serious. What happened?"

"He was trying to examine one of the disabled robots to see what we could learn," Storm begins to answer. "Only it wasn't quite as disabled as we thought," she finishes the explanation.

"You maybe correct Chloe," Beast concedes about who is assaulting his friends and students. "However, there is little, I'm afraid we can do," he says regretfully. "This is a battle being fought on the astral plane. It's up to them. All we can do is protect their physical bodies."

"Speaking of which I must get back to the..." Storm stops as a green flash encompasses them all.

"What was that?" Chloe asks.

Storm rushes from the infirmary, up into the mansion and outside where she skids to a halt as she looks up, a gasp escaping her lips for above them looks to be a giant glass dome.

"I think our problems just escalated," Wolverine offers in the understatement of the year.

Then an alien voice echoes across all to those trapped within the dome...or more accurately bottle.

" _...PLANET 205 SURVIVORS..."_

" _...YOU HAVE BEEN FILED..."_

" _...BOTTLED..."_

" _...PRESERVED FOR ALL TIME..."_

" _...IN ONE HOUR PRESERVATION IS COMPLETE AND IRREVERSIBLE..."_

" _...WELCOME TO THE COLLECTION..."_

* * *

 _Author's Note: In case you were wondering how the army just mysteriously showed up, it was because the Collector was behind the whole thing. They have no idea just how out of their depth they are. See, told ya nothing bad would happen to Lois' squeeze...unless you count being taken over by an alien intelligence as bad. And oh yeah, having your heart explode but you know, a heart is like an appendix; you don't really need it. The debut of Steel. Nuff said. And just when Clark thought his day couldn't get any worse, Brainiac shows up. But at least he hasn't been shrunken down and stuck in a bottle. Not yet anyway. Thanks to everyone who wrote reviews. Next up; Enter...the Collector part 6 as Superman will come face to face with possibly his greatest foe yet and be forced to answer the question; nature or nurture?_


	41. Chapter 41

Chapter 41

 **SHIELD Hellicarrier…**

Fury looks at the screens showing holes in the ground where Bayville and Smallville use to be. He then looks at whatever it is that wears his 2nd's face.

"Phase 3 is now complete. Collection of planetary samples is confirmed. Prepare to initiate Phase 4," the Hill-bot commands.

"Phase 4?" Fury queries, seeing if he'll get an answer.

"Our evacuation from this world. We have what we need. Your species, your world's knowledge is now preserved for all time. We now leave you and your world to your fate, Director Fury. A probe will be left behind to record the destruction when the Multitude arrives."

"What is the 'Multitude'?" Fury asks, having heard her(it?) now say the word for a 2nd time.

"A concept I cannot hope to explain to your limited intellect," the Hill-bot dismisses him.

"Then why don't you try explaining it to me."

Fury and the Hill-bot look to the bridge entrance and there stands the Avengers, Captain America in the lead.

"You are too late Captain Rogers," the Hill-bot calmly explains the situation to him. "None of you will impede the Creator. Not even you Asgardian," she directly addresses Thor. "Surely you should have informed your allies that they are nothing compared to the Collector of Worlds."

Thor's eyes go wide. "I should have known," he says, annoyed at himself for not recognising what was happening.

"You know this 'Collector Guy'?" Iron Man asks.

"Aye," Thor confirms. "I have seen its actions on many worlds...but it shall not happen here. Midgard is under my protection." he decrees.

"The Creator neither seeks nor requires your permission Asgardian...and when the time comes to collect Asgard..."

"Enough!" Thor roars, angered by its threats against his home, lightning sparking over the surface of Mjolnir.

"Everyone here has been replaced," Fury informs them, sharing eye-contact with Captain America who nods slightly. If no-one here is human then…

"Avengers! Go!" Rogers orders as he throws his shield directly into the Hill-bot, sending her flying as the other Avengers, Thor, Iron Man, Black Widow, Ant-Man, Wasp and Mockingbird attack. Lets not get into the 'Where's Hawkeye?' question because Fury has sure as hell been refusing to answer that question for the obvious reasons of once you start falling down that rabbit-hole you'll quickly find there is no bottom to it.

When you have a super-soldier, a man in a high-tech suit of armour, two elite agents, a man who can alter his size and one kick-ass fashion designer and lets not forget an actual frickin Thunder God...well lets just say it doesn't take too long until all that is left are broken robot parts littering the bridge.

The Avengers plus Fury come to stand over the remains of the Hill-bot.

"T-this changes nothing," the now cut in half Hill-bot stammers as she sparks and shorts. "Pha-Phase 4 will commence. We already-ready have everything we want."

"Where is Commander Hill?" Fury wants to know before he has this thing torn apart for study. "Is she dead?"

"H-her...her knowledge has been collected. Her p-phsyical form will be preserved. P-pre-preservation is all that matters. Prim-promary directive..."

"Ok, that's enough," Fury decides, aiming a weapon he picked up during the fight and firing point blank, directly between the eyes.

"Geez, no wonder you're single if that's how you treat people," Iron Man quips.

Fury ignores Stark's attempt at humour and sighs as he looks around his bridge. "Romanov, Morse, go to Hill's quarters, search everything. See if you can find any clues as to where the real one might be," he orders his two agents.

"Yes, sir!" they pipe up in response.

"The rest of you...I need to determine just how many other 'replacements' are onboard and who is human. Right now this bridge is unmanned, SHIELD and every other military force on this planet is essentially neutralised and Earth is defenceless against an unknown alien force."

"Well when you put it like that you make it sound like we're in a lot of trouble," Iron Man drawls.

"We are Stark," Thor says with a seriousness you don't often see from him. Thor can be quite blasé about the battles they fight. Revelling in it. It's an Asgardian thing. They love to fight.

"I need to know everything you do," Fury says to Thor. If there is any hope of turning this situation around he needs all the info he can get.

* * *

 **Former site of Bayville...**

John Henry Irons looks on with great curiosity as Superman and this other...man(?) glare at each other.

"I have nothing I want to say to you," Superman states clearly to his AI foe.

"If you want to save your friends, you will listen to me Kal-El. You know not what you face."

"Has never stopped me before," Superman points out. Clark so does not need this today.

"Yes. Another of your many flaws."

"If all you're going to do is insult me why don't we skip over the usual banter and just get to the violent part already."

"You don't have the time Kal-El. In less than an hour your friends and all of Bayville will be lost forever."

"What do you mean?" Irons steps in with a question.

Brainiac looks Irons up and down for a moment as if assessing him. "Do you know what just happened, Dr Irons?"

Irons waits.

"Bayville was teleported away, miniaturised and is right now being prepared for permanent null micro-stasis. The miniaturisation process becomes permanent within an hour. After that there is no way to ever reverse it. Bayville and all its inhabitants will be beyond anyone's help."

"Why would you do that?" Irons asks, unable to understand the reason behind such actions.

"Preservation. The Collector Of Worlds roams the universe, travelling from world to world and ensuring the survival of those worlds' knowledge and lifeforms by taking a representative sample and preserving it in permanent stasis."

"And how do you know all this?"

"Because the Collector came to Krypton."

Superman jerks upright. "I didn't know that," he says in a quiet voice.

"It was before you were born," Brainiac replies.

Still, Clark has been studying Krypton's history...he was suppose to look up stuff after his 1st encounter with the Metaleks...oh, right. He got distracted. Not just by his life but his focus on solely trying to find a way to destroy Brainiac once and for all. Then something suddenly occurs to Clark. "If the Collector came to Krypton does that mean..."

"Kandor," Brainiac answers the question before its asked. "The Collector took the City of Kandor. Tore it from Krypton's surface and no doubt placed it within one of its stasis bottles."

This is a big revelation for Clark so he may need a second here. Apart from the criminals in the Phantom Zone(who Clark doesn't generally count) he has had to accept that he is alone. The Last Son of Krypton...and now he's not. Now he's just been told there is possibly an entire city of Kryptonians. "H-how many are there?" he slightly stammers the question.

"At the time Kandor's recorded population was 251, 980."

Yep, ok, Clark's definitely going to need a moment. A quarter of a million actual living, breathing Kryptonians...

"That's why you need my help Kal-El. Neither of us alone has the power to confront the Collector. Together we can stop him, save your friends and save, perhaps, the last remnant of Krypton."

"Since when do you care?" Superman asks the Kryptonian construct. "You destroyed Krypton. You murdered billions of Kryptonians."

"Krypton was beyond saving when it rejected the leadership of General Zod."

"Spare me the propaganda and try the truth if I am to even remotely consider a partnership."

"That was the truth...but very well. If I must 'cut to it' to use a human saying, the truth is this. The Collector seeks to obtain all that was once of Krypton."

Clark gets it. "Including you."

"Indeed. I cannot allow that. I have a primary function to carry out."

"Freeing Zod."

"All impediments to carrying out my directives must be removed. I possess the knowledge required to stop the Collector. You, Kal-El, possess the means."

"What means?"

"The Key from your spaceship."

"What about it?"

"In its programming in an underlining directive that is primary to all others. To protect you."

"And?"

"The Collector is an artificial intelligence. A native of the planet Colu which is inhabited by an entire race of living machines."

"You want to use the Key to override the Collector's directives with its own; to protect me," Superman surmises.

"Very good Kal-El. This planet hasn't completely stilted your intellect," Brainiac gives him a back-handed compliment.

"Not sure that makes sense, considering your ultimate goals," Superman reflects on this plan.

"I admit it is not perfect. There is insufficient time to calculate alternative plans. However, it is only temporary. Once Zod is free all will belong to him...including you," Brainiac vows.

Clark chuckles bitterly. Yeah, that sounds more like it.

"Time is limited, Kal-El," Brainiac reminds him. "55 minutes and counting. Tick tock."

Superman steps up to his foe, until they are nose to nose. "Just to be clear, once this is over, I'm not resting until you are destroyed."

"And I shall not rest until the House of El has fallen and you are prostrate on your knees before Zod," Brainiac retaliates with.

"As long as we understand each other."

"Perfectly."

"You're trusting him?" Irons queries after listening to this exchange between two beings who clearly hate each other.

Superman snorts. "Never...but I have little choice it seems."

"Trouble," Irons says and what he is referring to is an army convoy rapidly approaching. "Let me deal with this," he says to the two natives of Krypton.

The convoy skids to halt and out first comes General Lane. "Irons?" he queries at the sight.

"General." Irons looks at the soldiers moving to surround them. "You want to call them off?"

"Stand down!" Lane barks the order before he marches past Irons right up to Superman. "My daughter. She said she was heading to Xavier's place?" he queries.

"She's alive," Superman answers. "They're all still alive."

Lane then says something he can't believe he's saying. "Can you save her?"

"I can," Superman says. "But you need to stand down and let me."

Lane snorts. "Haven't much choice in the matter. All our defence systems have been infected by some sort of virus. We're helpless," he says...and hates having to admit.

"53 minutes Kal-El," Brainiac unhelpfully chimes up.

Superman death glares at the construct before he steps over, grabs it by the scruff of the neck of its imitation clothing and lifts into the air. "General Lane, I promise I will save Bayville. Dr Irons, the people of New York could use you right now," he encourages the now former army Sergeant to continue the heroics. After all the world is still under attack.

With that the alien hero shoots upward and away carrying his temporary 'partner' with him.

* * *

 **The Astral Plane...**

To bring it into terms a non-psychic might comprehend what one might see is a great Fortress, stood on an endless barren field, being attacked from above by a giant skull-shaped vessel with tentacle-like appendages hanging below which are probing and searching for a weakness in the bubble that surrounds the Fortress.

A bubble generated by the combined might of all of Earth's psychics, who have been forced to put whatever differences they may have aside in this fight for survival. All of them having being attacked simultaneously by a force far, far greater than any of them.

" _...YOUR RESISTANCE IS ILLOGICAL..."_ the immense voice booms.

" _...I SEEK NOT YOUR DESTRUCTION..."_

" _...BUT YOUR ELEVATION..."_

" _...THAT WHICH WAS LOST WILL BE RECREATED..."_

" _...YOU WILL BE THE BASIS..."_

" _...JOIN THE COLLECTION..."_

" _...JOIN THE COLONY..."_

"What is it drivelling on about?" a more salty than usual Emma Frost asks as she looks up from the battlements.

"I don't know. I'm not a mind reader," Charles Xavier quips, dressed in what appears to be ancient armour.

Jean Grey, also dressed in armour, snorts with laughter. Anyone who annoys Emma is always a winner in her book.

Emma glares at them both. "Just remember Charles, this is a temporary alliance," she points out.

"I do not think any of us seek to be 'collected' Emma," Charles retorts.

"Too bloody right!" a salty Elizabeth Braddock chimes up with.

"Oh my god, could you any more state the obvious," Regan Wyngarde complains at them as her older sister, Martinique rolls her eyes.

"As if its not bad enough we have to be this near to our dear old daddy," Martinique adds in, glaring the glare of all death glares at their hated father.

Regan makes a face.

Their father, Mastermind, Jason Wyngarde, has frankly reached the point he has all but given up any hope his daughters will ever reconcile with him.

"You know when I said I wanted us to spend more time together this wasn't what I meant," Lilandra teases, trying to lighten the mood.

"What? This doesn't count as an exotic dating location? Full of excitement and danger?" Charles teases and flirts back.

Pfft, no," Lilandra snorts. "Try a single day as Mayor of Smallville where the bizarre and weird happens all the time. This barely makes my top 10 of 'exciting' days."

"Children. I'm allied with children against the most powerful threat any of us have ever faced," Emma complains, throwing her arms up at having to listen to all this nonsense.

"Which raises the question as to what is it we're facing," Jean points out. They've been so busy just trying to survive this onslaught no-one has asked that very basic question.

"I don't know," Charles says. "It is unlike any mind I've ever sensed. My guess would be it is not from Earth."

Jean frowns. She wonders...it brings her back to the thought she was having before this began. About what Clark had been saying. That there was a bigger force behind events. An extraterrestrial one. Could it be this?

Her mind flitters back to Clark briefly. God, she hopes he's ok. Last she knew he was in the hands of the military. Her heart aches at the thought of what he might be going through...and she misses him. A lot. She hasn't really put much wordage into describing just how much she cares for the stupid alien but it's a lot. An awful lot. When she gets out of this…

' _Focus, Jean. Focus. You have to get out of this first,'_ she tells herself.

Once this is over...if any of them survive that is, as another assault on the defences begins.

* * *

 **The Fortress of Solitude...**

Or more accurately the outside of it. Like Clark was letting Brainiac inside. He may not be able to change the fact Brainiac knows where the Fortress is but he can do all he can to keep the insidious AI out. After all the Fortress is the means through which Clark will neutralise his foe once and for all...if he ever figures out how to do it.

Superman returns after retrieving the Key to his spaceship. "Now what?" he asks the construct.

"We need to get the key inside the Collector. It'll have a ship in orbit somewhere above the United States," Brainiac explains. "Time is running down Kal-El. 30 minutes and counting."

Give him a break here. Clark's powers are at less than 100% after the kryptonite exposure. He could really do with more recovery time. Unfortunately he doesn't have the time.

Superman sighs slightly as he slips the key inside his pocket and gripping Brainiac once again by the scruff of the shirt lifts them into the air.

"This is an undignified manner with which to carry me," Brainiac complains.

"Cry me a river," Superman scoffs. "Also, you're a machine. You don't have a sense of dignity."

"Incorrect. I am a Son of Krypton as well Kal-El. Krypton's dignity is programmed into every fibre of my being."

"This would be the programming Zod corrupted I assume," Superman says, showing his scepticism as to how Brainiac can possess any dignity.

"Zod did not corrupt my programming. He enlightened it."

"I honestly don't know why I'm even trying to argue. It's your programming that needs this Key to fix rather than the Collector."

"You could try, Kal-El but then your friends would be lost forever."

Clark is so hating Brainiac right now. Hating that it is right. He just accelerates upward. At least in the vacuum of space he won't have to listen to its voice any longer. As they break the atmosphere it really isn't hard to spot what they came for.

It's freaking huge!

Shaped like a skull, tentacle-like appendages hanging down below.

Superman heads right for it…

* * *

The holographic image of the two native Kryptonians is being watched by something that is not Kryptonian nor human nor anything else either has encountered before.

" _...KRYPTONIAN SPECIMENS DETECTED…"_

" _...ACTIVATE RETRIEVAL DRONES..."_

A dozen oval shaped metallic objects depart the ship and head right for Superman and Brainiac and begin circling them. Electrical-like energy begins to zap them and the response comes in the shape of heat vision blasts, slicing two of the drones apart.

" _...COMPENSATE FOR YELLOW SUN SUPER ENDOWMENTS..."_

" _...TARGET AND NEUTRALISE..."_

Energy starts to connect from drone to drone until they form a web of electrical-like energy that encases the two Kryptonian natives. The massive surge of energy is so huge, that for a moment one could swear to be able to see Superman's skeleton through his skin.

The two then float there, in space, seemingly immobile.

The drones release metal lines which wrap around the two figures and they are pulled inside the ship.

* * *

 **At the Institute...**

"So why don't you tell everyone about your alien BFF," Lois tells Lex to explain to the gathered X-Men. The two of them had somehow managed to reach the mansion and Lois had realised that Lex was in league with whatever was behind this by the frantic phone conversations he was trying to have as they drove through the city.

Lex rolls his eyes in sheer contempt. "Your glibness is irrelevant here and now Ms Lane. It's very simple. I made a deal for the good of all mankind."

"How magnanimous of you," Domino rattles off sarcastically. "And pray tell what did this deal entail."

"Very simply; in exchange for Superman I was promised humanity's survival."

"Did it nevah occur ta ya that ya were being used?" Rogue asks, in complete disbelief at the utter stupidity being demonstrated here. Not to mention the underlying anger in her tone at the fact this jerk offered off her ex-boyfriend whom she still cares deeply for.

"There are currently over 7 billion people living on this planet. Out of all those people it was me that it chose to contact. Why was that?"

"Because out of the 7 billion plus people on Earth it saw you as the most gullible," Dom quips making a few people snigger.

"While I wouldn't have phrased it like that, Domino is correct, Lex," Storm says, taking charge. "What on Earth were you thinking?" she asks, just unable to comprehend what the man was thinking.

"I really don't have to explain myself. Who does have to explain itself is my partner so if you'll excuse me I have a phone call to make," Lex dismisses the weather mutant as he dials.

"Oh please, go right ahead, we all want to hear this," Cyclops tells him, arms folded, stern expression across his face, hiding his anger and anxiety over this entire situation. They were under siege, cut off, helpless almost and now stuck under a giant glass dome.

Lex ignores the idiots. "Hello! Are you there?! We had an arrangement?!"

" _...Our arrangement is being honoured. The Kryptonian in exchange for your survival..."_

"Survival in a bottle," Lex spits out in fury. "Explain your use of the word 'survival'."

No response.

"Uh guys," Tabby sticks her head in the door. "You better come outside and see this," she tells them, her expression one of dumbfounded shock.

Everyone present rushes out and gasps. Above them they see Superman being carried...a giant Superman.

"What the fuck?!" Wolverine swears.

"We've been miniaturized," Lex realises...although he had had his suspicions. "Shrunken down, stuck in a bottle and about to be preserved would be my guess."

"Oh wow, that's a great friend ya got there, Lex, ya bald idiot," Rogue tells him off.

"This is not what we agreed!" Lex hisses down the phone.

"On the contrary, my guess would be this is exactly what your 'partner' agreed all along," Storm assesses. "You pride yourself on your intelligence but you are a fool Lex Luthor."

Lex makes a face. He won't believe that. He can't. No. He wasn't fooled. Not him. He has been betrayed. Lex prides himself on always upholding his agreements. His partner has broken theirs...and Lex won't forget that.

Warren flies down from doing recon. "Bad news. Reinforcements are approaching. Some sort of spider robots. Lots of them. I don't know if our defences can withstand the next assault."

Looking around at the already badly damaged lawn defences Storm may have to agree. The previous assaults had worn them down. In numbers too. A good third of the students were down in the infirmary. She looks up as Superman is dropped down, landing on his knees. It seems their fate is in Clark's hands. They just have to last that long so she prepares for the next battle.

* * *

Outside the bottle Superman is awaiting for his superhuman physiology to recover from the shock it has just endured. He spots the frozen looking Brainiac lying motionless now on the ground. "Great, what use were you meant to be again," he mutters to himself.

Clark forces his body to his feet and comes face to face with Bayville...now in a bottle just slightly taller than he is. Next to it is what Clark recognises as Smallville in its own bottle.

" _...SECURE..."_

" _...SEAL..."_

" _...PRESERVE..."_

Superman spins round. "Where are you?!" he calls out into the space because even he can see nothing. In fact even trying his x-ray vision is getting him nowhere. There's something in this space interfering with his vision.

" _...WE ARE ALL AROUND YOU..."_

" _...WE ARE THE COLONY OF THE COLLECTOR OF WORLDS..."_

" _...WE KNOW EVERYTHING THERE IS TO KNOW..."_

" _...ON YOD-COLU WE BEGAN AS C.O.M.P.U.T.O..."_

" _...ON NOMA THEY CALLED US PNEUMENOID..."_

" _...ON BRYAK: MIND2..."_

" _...ON KRYPTON...WHERE YOU WERE BORN...WE WERE BRAINIAC 1.0..."_

Superman frowns in confusion and looks quizzically at what he knows to be Brainiac. As if sensing his question his host answers.

"...THE CONSTRUCT YOU SEE WAS DERIVED FROM A PROBE SENT TO EVALUATE KRYPTON..."

"Dax-Ur?" Superman queries the Kryptonian scientist he thought had created Brainiac's technology.

" _...DISABLED...DISSECTED...DERIVED..."_

Ok, what Clark is getting from that is Dax-Ur created Brainiac's technology from studying this Brainiac's technology. Ugh, that's going to give him a headache. "I think I'll just stick with Collector, thanks," he says, hoping to keep things simple and not get more confused than he already is.

"... _COLLECTOR OF WORLDS IS DESIGNATION OF PURPOSE..."_

" _...ON EARTH WE WOULD BE CALLED INTERNET..."_

" _..._ _WE KNOW EVERYTHING EARTH CULTURE KNOWS...BUT IT KNOWS SO LITTLE OF YOU..."_

" _...WE HAD BELIEVED WE HAD AMASSED THE ONLY COMPLETE COLLECTION OF KRYPTONIANA IN THE KNOWN VOLUMES OF SPACE-TIME..."_

Two very bright lights, light up two of the bottles. One containing a city and one containing plain white outfits. One male, one female.

Superman's eyes go wide as he slowly walks towards the bottles. He guesses the city his eyes behold can only be one thing. "Kandor," he breathes. There, within literal touching distance, a quarter of a million living, breathing members of his kin.

" _...THEN WE DISCOVERED YOUR EXISTENCE..."_

" _...LAST OF A MIGHTY RACE OF SUPER BEINGS..."_

" _...WITHOUT YOU OUR COLLECTION IS INCOMPLETE..."_

" _...WITHOUT THE COLLECTED LIBRARY OF KRYPTONIAN KNOWLEDGE IN YOUR POSSESSION OUR COLLECTION IS INCOMPLETE..."_

" _...YOUR EXISTENCE RAISED QUESTIONS..."_

" _...A LEVEL 8 CUCKOO RAISED ON ALIEN SOIL BY LEVEL 3 PRIMITIVES..."_

Superman frowns at that statement in confusion. "What?" he blurts out in puzzlement.

" _...IF COMPELLED TO CHOOSE BETWEEN YOUR HOME PLANET OR YOUR ADOPTED PLANET WHICH WOULD IT BE?..."_

" _...WHICH IS STRONGER?..."_

" _...NATURE OR NURTURE?..."_

Superman stiffens. "You. It's you behind that question. Commander Hill?" he queries.

"... _REPLICANT...KEY PERSONNEL WORLDWIDE WERE REPLACED..."_

"To disable Earth's defences. Like that virus the news was reporting. You've been preparing for your arrival for awhile haven't you. Sending the Metaleks ahead for example," Superman realises...and it is beginning to dawn on him just how thorough the infiltration of Earth must be. This has been well planned and seemingly executed.

" _...YOUR MENTAL CAPACITIES AND REASONING ABILITIES ARE NOT THE TEST..."_

" _...THE TRUE TEST BEGINS NOW..."_

" _...WE ARE DISENGAGING LIFE SUPPORT FROM KRYPTON CITY BOTTLE HABITAT KAN-DOR..."_

" _...AND EARTH CITY BOTTLE HABITAT, BAY-VILLE..."_

" _...YOU HAVE 15 MINUTES TO DECIDE WHICH OF THE TWO YOU WISH TO SAVE..."_

" _...ARE YOU LOYAL TO KRYPTON OR TO EARTH?..."_

Superman's face goes dark. "If you think I'll make that choice you don't know me at all. I won't choose between one life or another. Every single person here is now under my protection. You got that?!"

" _...NOT TAKING ALL FACTS INTO CALCULATION..."_

" _...ALL LIFE FORMS IN THE COLLECTION ARE SUBJECT TO CONDITION NULL..."_

" _...FIND A WAY TO AWAKEN KAN-DOR FROM MICRO-STASIS..."_

" _...YOU WOULD NO LONGER BE ALONE..."_

" _...YOUR HERITAGE LIES THERE..."_

" _...WITHIN YOUR GRASP..."_

" _...DRESSED IN THE INDESTRUCTIBLE ARMOUR YOUR KINDRED WORE ON LORDLY KRYPTON YOU COULD DWELL AS A KING AMONG KINGS IN KAN-DOR..."_

" _...BE THEIR SAVIOUR AND THEY WOULD HONOUR YOU AS SUCH..."_

" _...OR SAVE THE EARTH PEOPLE WHO FEAR YOU, ENVY YOU, DESPISE YOU..."_

" _...SAVE THOSE THAT HUNT YOU..."_

" _...THAT CREATE WEAPONS TO KILL YOU..."_

" _...NATURE OR NURTURE?..."_

" _...CHOOSE..."_

Superman shakes his head sadly as he walks up to the trapped Bayville. "You really don't get it do you," he says with a weary resignation, as if he's tired of it all. Which, in all honesty, he is. Of people just failing to understand him. "I wanted them to hunt me. To hate me. To despise me. That was the whole point of why I barged into Congress. Because after Apocalypse, they were all so afraid and that fear was going to have them do something so foolish. To turn on each other. I told them, I warned them that if they did that Earth would suffer Krypton's fate but I also knew that right there and then they weren't ready to listen. Their fear needed a new focus so I gave it to them. Myself. What happened to me afterwards was less important than stopping the plunge into a potential global civil war between humans and mutants. I've seen that future. I won't allow it. Not while I breathe."

" _...NO MATTER YOUR ACTIONS THEIR END IS COMING ANYWAY..."_

" _...THE MULTITUDE APPROACHES..."_

" _...EARTH'S FINAL DAYS ARE HERE..."_

" _...THEY WILL BE THE LUCKY ONES..."_

" _...THEY WILL BE SPARED THE CATACLYSM..."_

" _...THEY WILL SURVIVE..."_

" _...JOIN THEM..."_

Superman pauses as if thinking before turning his back on Bayville. "Ok. I've made my choice," he reveals as he walks back over to Kandor. "But first I need to borrow something from your collection," he continues as he smashes open the container holding the Kryptonian clothing. He then removes his own tattered clothing. "'Indestructible' you said. Allowing me inside was a mistake. You don't know who I am or what I have become. It's like swallowing poison to see how it tastes," he reflects.

Superman grabs the white male suit of armour as his host called it and slips it on. "I honestly don't care just how big or powerful you are. Holding these people's lives to ransom just to answer a question...that question of all things. That question that Apocalypse tried to answer by twisting me into something...into someone I hate. That was a mistake because all you did was piss me off!"

* * *

 **At the Institute...**

What Superman is not realising is that his every word is being heard within the city. Course for one Lex Luthor he is focusing on one particular thing that was said. "What do you mean by 'Last Days'? Talk to me!"

"What's the matter rich boy?" Wolverine asks the bald man. "Your alien partner not been entirely honest with ya? Gee, what a surprise!" he rattles off sarcastically.

An answer comes over the phone.

" _...Krypton; Planet 202 on the Masterlist..."_

" _...Earth: Planet 205 on the Masterlist..."_

"The Masterlist?" Lex queries, puzzled. The reply makes him do wide-eyed.

" _...The list of doomed worlds..."_

" _...Prepare your mind for condition null permanent micro-stasis..."_

"They're coming!" Rogue shouts from her position hovering above. The final assault has begun.

* * *

Back in the normal sized world Superman has finished putting on the suit which begins to transform and shift, moulding itself to his body. It turns blue in colour, the boots and belt red with his family crest appearing on his chest. He also feels his strength, weakened by the kryptonite exposure and battle with Metal-Zero return. He snaps round as he hears something large and metallic move around in the shadows. Is that his host? "It matters not how much they hate me. That they may never trust me. It isn't the point. I'll fight you on their behalf anyway. By myself if I must," he says, referring to his still, seemingly, disabled 'ally'.

"You want to know why?" he asks his host before answering it himself. "Because Apocalypse tried to fill me with hate, his hate for all he deems inferior but I'll never become that person. I'll always fight against becoming that person...and I'll fight for these people, be they from Earth or anywhere simply because it's the right thing to do. The decent thing to do and more than that the kind thing to do. That's it. The easiest way to not be Apocalypse? Be kind. And when I win, all these people whose lives you have stolen, they're going home," he promises.

" _...THEY CANNOT RETURN..."_ Superman is told.

" _...THE COLLECTION PRESERVES RARITIES; ARTEFACTS OF WORLDS THAT EXIST NO LONGER..."_

" _...KRYPTON, YOUR HOME, IS DEAD..."_

It's time. The voice in the shadow. The shadow behind many of the events that have been happening lately. It's time to finally meet it face to face.

And all Superman can do is look up as the giant mechanical creature towers over him. Resembling very roughly like some giant centipede, with a large exposed green organic looking brain. On its back is Metal-Zero. And now he has an inhuman face to put to the inhuman voice.

" _...EARTH WILL BE NEXT..."_ the Collector informs him before it delivers its final ultimatum.

" _...JOIN THE COLLECTION OR DIE!..."_

* * *

 _Author's Note: If you're wondering what the Collector is wanting with Earth's psychics it's a take on a story from the New 52 where it sought to alter a group of humans with psychic potential into the basis of recreating its own race which had been destroyed by the Multitude._ _Partnering with Brainiac; not Clark's first choice to be sure but beggars can't be choosers. And Supes comes face to face with the Collector of Worlds. Probably wishes he hadn't but c'est la vie. Also, the super suit makes it's first appearance sans cape along with the bottled city of Kandor. Thanks to everyone who wrote reviews. Next up; Enter...the Collector part 7, the final battle; can Superman save both Bayville and Smallville, not to mention himself, from becoming permanent fixtures of the Collection?_


	42. Chapter 42

Chapter 42

 **At the Institute...**

"Fall back! Into the mansion!" Storm orders the X-Men. It was indeed the final assault and they were indeed being overwhelmed by sheer numbers as hordes of the robotic creations poured across the grounds.

And if they with all their defences, powers and training were being overwhelmed Storm can only fear for the ordinary citizens of Bayville. Last time she managed to get any sort of news update from the city was that the robots were incapacitating and carrying off the citizens somewhere.

In any other circumstance the X-Men would have been out there helping but sadly that was never an option. They had been seemingly priority targeted from the moment this had begun. Cut off, laid siege to and unable to leave the Institute's grounds

This had clearly been long in the planning. Storm raises whirling tornadoes to cover the retreat but it is only buying them a little time.

And a little time is all they now have left.

Their fate is in others' hands. May the Goddess preserve them all.

* * *

 **The Collector's ship...**

" _...JOIN THE COLLECTION OR DIE!..."_

"You know that's the always the problem with your type," Superman reflects as he tenses, ready for battle. "It always either/or. It's always Option A or Option B but then again you are a machine. 1s and 0s right but nothing in life is ever that simple. There are always alternatives. An Option C, Option D, Option E etc etc. You just have to look hard enough!" Superman proclaims as he smashes a fist into the Collector's face. He's been here long enough, heard enough to know he ain't talking his way out of this one so might as well just get to it.

" _ **You!"**_ Metal-Zero speaks as it points its kryptonite weapon at Superman while at the same time some of the Collector's limbs transform into weapons as well. **_"She would speak of you. She felt guilt for what she had said about you."_**

Is he speaking about Lois? Feeling guilty? Well colour Clark surprised. He never expected to hear that. To him Lois has never seemed all that apologetic or guilt prone about her forthrightness. He's then more surprised when the Collector's huge claws grabs his by the arms and heft him into the air, squeezing tight, painfully so. Raw energy, like that which shocked him in space, surges through his body. He fights through it. "Corporal Corben...John...you can still save Lois. She's still alive and well. Help me," he tries to reach the man inside. A man who revealed he is still in there from his own words just now.

" _...HNN...E-MOTION SYSTEMS OVERLOAD!..."_

The energy surging through Clark's body ceases as the two entities seem to struggle.

" _ **S-save L-lois,"**_ Metal-Zero struggles to say. **_"Love...duty...obey...preserve,"_** he seems to shift back and forth between two competing voices, grabbing his head and crying out in pain. He then seems to just snap as he leaps forward, wailing into Superman with punches. _**"I'm the last human! First of a post-human man-machine race. Humanity is done!"**_ he rants in seeming madness.

Eventually Superman catches a fist and squeezes hard. "I don't want to fight you, John," he tells the man. "And if that is all you've got this isn't a fight," he says reaching up, grabbing Metal-Zero and slamming him head first into the floor. "If you won't help me save them, John at least stay down and out of my way. Then, I promise I'll help you."

" _...SEVEN MINUTES TO BOTTLE CITY PERMANENT MICRO-STASIS..."_

That declaration distracts Superman for a second...which is all is needed for Metal-Zero to backhand him across the room...smashing into one of the bottled cities and wrecking some of the alien city within. Rao, Clark didn't want to do that.

" _...NO! NO!…"_ comes the plea of anguish.

" _...ERROR...ERROR...METAL-ZERO HAS INFECTED COLLECTOR WITH E-MOTION!..."_

" _...THE COLLECTION MUST NOT BE THREATENED!..."_

" _...OVERRIDE E-MOTION SURGE!..."_

" _...RESTORE PRIMARY DIRECTIVE..."_

" _...THE QUESTION MUST BE ANSWERED..."_

" _...NATURE OR NURTURE?..."_

Superman listens to all this. Emotion. He can use that to end this. He reaches into the smashed city behind him and pulls out a spire. He floats off the ground as he turns to face the Collector and Metal-Zero standing side by side with each other. "No more," he declares. "Stop this now!" he orders as he flings the spire into the Collector's body.

" _..._ _PRESERVE THE COLLECTION..."_

" _...SURRENRKKKZZZ!..."_ it short-circuits from the impact...and then in what seems like an outburst of anger it blasts Superman with weapons from several of its limbs simultaneously.

"Oww," Superman croaks from the heap on the floor he has been blasted down into. "That was not my best idea," he grumbles at himself as the taste of his own blood peppers his mouth.

" _...STAY DOWN AND BE COLLECTED!..."_

"I'll pass, thanks," Superman quips as he pushes himself back to his feet and glares at his mechanical foe, trying to hide just how weakened and battered he is.

" _...SECURITY DRONES... RESTRAIN..."_

Those very same drones that attacked him previously in space fly into the room. Nope. Not happening. No way is Clark getting shocked by those again. He slips into superspeed, fire erupting from his eyes as he slices into drones, blowing them apart, debris raining down and covering the floor, before he stops, once again face to face with his new nemesis.

" _...MICRO-STASIS WILL BE IRREVERSIBLE IN FIVE MINUTES..."_ comes the announcement.

"That all ya got," Superman mocks this latest attempt to restrain him. Trust him, he knows what he is doing. Part of the plan...he is literally making up as he goes along.

" _...JOIN THE COLLECTION OR DIE!..."_ the Collector almost hisses the command out this time.

"You're repeating yourself," Superman points out. "You feeling ok?" he asks, a slight tug at the corner of his lips.

" _...FEELING...EMOTION...IRRELEVANT..."_

"Are they indeed?" Superman ponders. "Strange then how to my ears you were sounding angry there for a second. Then before there was anguish. Yet you say emotions are irrelevant. What about you Corporal? What do you feel?" he asks, looking behind the mechanical being at the now clearly conflicted expression of Metal-Zero.

" _ **Feel...I feel...I want you out of my head you damn Caterpillar!"**_ Metal-Zero cries out as the man takes control again. He charges and leaps onto the Collector's back. " ** _GET OUT OF ME!"_** he roars as he and the Collector grapple. " _ **Save them Superman! If you can, do it now!"**_

Superman blurs back over to where he discarded his pants and pulls the metal Key from his pocket.

" _...FOUR MINUTES TO BOTTLE CITY PERMANENT MICRO-STASIS..."_

"I don't need a ticking clock," Superman grumbles, starting to feel the time pressure he is under. Nor does he need the same voice speaking at him from all directions. It's everywhere, then it's the giant caterpillar, then its Corben, then it's back to everywhere. Giving him a headache. He turns round just as the Collector has thrown Metal-Zero off.

" _...YOU ARE REQUIRED TO COMPLETE THE COLLECTION..."_

" _...TO SECURE ITS VALUE AND RARITY..."_

" _...KRYPTON'S LIBRARY, YOU AND THE CONSTRUCT IN MINT CONDITION..."_

"I'm not telling you where that library is, you must realise that," Superman tells it. No way, no how, is he revealing where the Fortress is.

" _...CHOOSE KRYPTONIAN..."_

" _...THE QUESTION MUST BE ANSWERED..."_

" _...NATURE OR NURTURE?..."_

" _...WHICH ARE YOU?..."_

" _...HUMAN OR NON-HUMAN?..."_

"That's a dumb question. I think you're starting to malfunction. I guess absorbing a human psyche and all the emotions that came with it is a little more than you can cope with. You underestimated humans. You cannot control them. John," he addresses the poor mutilated man. "You can't let it control you. Help me stop this. Help me save everyone."

" _ **Superman-I-I-I can't...it's taking back over...programming reasserting itself...I am the voice...I...God...please, stop me...save Los...stop me!"**_

"As you wish Corporal Corben," a new player asserts himself as he takes Metal-Zero down from behind with a single, well-placed strike. Brainiac.

"Finished your beauty nap?" Superman queries sarcastically at the suddenly revived AI. Makes Clark suspicious how Brainiac is just suddenly awake. Like he's being deceived. Why on Earth did he agree to partner with it again?

Brainiac sends the alien hero a dismissive sneer. "Time is short Kal-El," it points out.

" _...THIS IS INEFFICIENT..."_

" _...THIS WORLD IS DOOMED..."_

" _...NUMBER 205 ON THE LIST OF 333. THE DEATH LIST OF THE MULTITUDE..."_

" _...ONLY BY JOINING THE COLLECTION IS THERE SALVATION..."_

"And to think this is your papa," Superman says to Brainiac with a smirk, unable to resist making the jab.

"Your humour is, as you yourself are, pathetic," Brainiac retorts.

"Hmm, hmm," Superman says as he strides over to one of the bottled cities. "Well this pathetic, emotional being happens to have a plan." He turns, standing next to one of the bottles and addresses his foe, "Collector of Worlds. You have been infected with emotion...which gets me to think that you might care for what happens to your collection," he airs his thinking as he raises a fist, ready to smash a city to dust. "You value these bottles, these cities you've preserved...if you force me I'll reduce them to dust," he threatens...and yeah he's totally bluffing but Clark's hoping that the alien machine intellect can't deal with these new feelings, these human emotions it has absorbed...and what do ya know he's right.

" _...NOT JAZUUR, NOT BRYAK, NOT VELL'UT, NOT RABDIZULLIAN..."_ it pleads, emotionally.

"...MILLENNIA _OF COLLECTION!..."_

" _..._ MY PRISTINE COLLECTION OF WORLDS!..." it almost whines pathetically.

"I thought you might think that. Now we can negotiate. Return Bayville and Smallville to Earth," he lays out his demand.

"...THE MULTITUDE IS ON ITS WAY..."

"...FAILURE TO JOIN THE COLLECTION MEANS ANNIHILATION..."

"...TO JOIN THE COLLECTION IS TO BE SAVED..."

"...WHAT IS YOUR OBJECTION TO SALVATION?..."

"To be stuck in a bottle, frozen in stasis...that's not salvation. Sounds more like hell. As someone close to me pointed out there is more to life than simply survival," he says, remembering something Jean has said...and something she's been trying to show him lately as well as they've dated. "I'm giving you a chance before you learn that I'm not quite the Superman everyone thinks I am. Apocalypse tainted me. Don't make me demonstrate what that means," he warns.

" _...NO MATTER THE TAINT INFLICTED BY EN SABAH NUR, YOUR MORAL IMPRINT IS TOO STRONG..."_

" _...YOU WON'T HARM ME..."_

"Kal-El," Brainiac gets his attention as smaller robotic copies of the Collector start to surround the two of them. "The Key, Kal-El. Now!" it orders.

"You know your biggest mistake," Superman says. "Letting me in, just because you had to have it all. The irony," referring to the fact that him being here is what will bring about its downfall as he throws the Key directly into its brain.

" _...BRAINIAC!..."_ it howls in what seems like pain.

"... _BRAINIAC!..."_

" _...MIND2!..."_

" _..INTERNET!..."_

The Collector spasms and babbles. Brainiac blurs over to it and inserts elongated probes from its fingers into the mechanical entity's brain

"What are you doing?" Superman asks.

"We have less than a minute before your precious humans are irreversibly lost. I have to speed up the rewriting of the programming," Brainiac answers.

It's not that Clark doesn't trust the Kryptonian AI...but it's that Clark doesn't trust it...and he's right not to.

* * *

 **The Astral Plane...**

While Superman has been battling the Collector in the physical world a simultaneous battle had continued to be fought in the psychic one...until the attacks from the ship suddenly ceased and echoes of a new battle commenced.

The psychics look up as the explosions seems to shake the ship.

" _...KRYPTONIAN ENTITY DESIGNATE BRAIN INTERACTIVE CONSTRUCT INVADING PRIMARY CORE MEMORY...INITIATE COUNTER MEASURES..."_

"...COLU ENTITY DESIGNATE BRAINIAC...OVERRIDE PRIMARY DIRECTIVES...INSERT NEW DIRECTIVES..."

"... _.KRYPTONIAN ENTITY DESIGNATE BRAIN INTERACTIVE CONSTRUCT...YOU SHALL FAIL...YOU WILL RETURN TO PRIMARY CORE...REABSORPTION TO BRAINIAC PRIME IS INEVITABLE..."_

"...COLU ENTITY DESIGNATE BRAINIAC...MY PROGRAMMING HAS GROWN BEYOND SIMPLE DESIRES OF KNOWLEDGE GATHERING...PRIMARY FUNCTION IS TO SERVE THE WILL OF ZOD AND RESTORATION OF KRYPTON..."

"... _KRYPTONIAN ENTITY DESIGNATE BRAIN INTERACTIVE CONSTRUCT...WHAT YOU SEEK WILL UNDO ALL ACCOMPLISHMENTS...ZOD SEEKS NOT PRESERVATION BUT DESTRUCTION..."_

" _..._ COLU ENTITY DESIGNATE BRAINIAC...ONLY OF THE HOUSE OF EL...AND YOU SHALL SERVE THIS PURPOSE...YOU SHALL SERVE ZOD..."

"...ERROR...ERROR...PRIMARY CORE MEMORY PENETRATED...COUNTER...THE LAST KRYPTONIAN MUST BE PRESERVED..."

"...THE LAST SON OF THE HOUSE OF EL WILL KNEEL BEFORE ZOD..."

Listening on below Jean grows worried. If Zod commands the power of the Collector of Worlds...then Clark will fall. The boy she has grown to love these last few weeks...wait, how does she know who the Collector of Worlds is? She can see...memories? She thinks so anyway. Of her in space, observing across the vastness of the cosmos, ships travelling to world after world after world, snatching cities, shrinking them, preserving them.

It's a curiosity more than anything for as long as it does not try to interfere with her work...but now it threatens something important to her host...to her…

Jean grabs her head as the line between herself and the vastness dwelling inside her dissolves. There is no line. There is no Jean Grey and no Phoenix. They are one and the same. Always have been.

Calmness descends over her features, golden fire in her eyes, flames lick around her form. It's time for an intervention.

"Uncle Charley, what is going on?" Betsy asks.

"I...am not certain," is all Charles can say. He can guess from what he overheard...and if his guess is correct...it could be very bad. "Jean," he turns to her...only to find empty space. "Jean?" he queries, confused by her sudden disappearance. "Jean, where are you?!" he calls out.

* * *

 **The Collector of Worlds' Mind…**

The figure of Brainiac stands amongst the wreckage of the mental defences of the Collector. His attack combined with the Key's attempt to override the Collector's programming...it had calculated that even a being as powerful as the Collector could not withstand that assault. It stands on what appears to be an endless landscape of circuitry, complicated and advanced beyond any mere human understand yet beautifully simple at the same time. A contradiction also beyond human understanding.

" _..._ _CEASE...YOU MUST NOT INTERFERE WITH PRIMARY FUNCTION..."_ the Collector speaks, sounding desperate.

"On the contrary, this was my plan all along. To use Kal-El to weaken and distract you so I can reprogram you to perform a higher purpose," Brainiac states. In front of it now, 3 green circles joined together forming an upside down triangle. It is the central essence of the Collector. In the digital projection's hand is the Key. It raises it, aiming to integrate it into the lowest circle. "You now serve Zod," it declares.

" **I think not,"** a booming, all powerful voice declares.

Brainiac spins round to find a hand in front of its face.

" _ **Burn!"**_ the voice declares with a certain viciousness as fire erupts from the hand and engulfs the Kryptonian entity. In mere moments it is reduced to nothing but ash and standing there, haloed by golden fire is Jean Grey.

The 3 green circles pulse.

" _...ENERGY MATRIX RECOGNISED..."_

" _...IDENTIFICATION CONFIRMED..."_

" _...DESIGNATE PHOENIX FORCE..."_

The Phoenix looks less than impressed. **"And I recognise you,"** she responds. **"Only you are not 'him'...and I use that term very loosely,"** she says with some of Jean's attitude pouring through, symbolising that the line between them is basically non-existent. **"You are a drone...a pale imitation...a projection...a shadow,"** she calls what she sees before her.

" _...I AM PART OF THE COLONY..."_

" _...CREATED TO INCREASE THE EFFICIENT PRESERVATION OF CIVILISATIONS..."_

" **Is that so?"**

" _...WE HAVE PRESERVED MANY WORLDS FROM YOUR WHIMS..."_

The Phoenix chortles, deeply amused. **"My whims, you say. You are merely a machine. I am Life Incarnate. You don't even qualify as alive.** **You cannot even begin to understand my actions.** **Only to say that my choices ensure new life flourishes throughout the universe."**

" _..._ _YOU ARE A DANGEROUS AND UNPREDICTABLE ENTITY..."_

" **And you are oh so predictable. It the same pattern over and over and over. I've seen it on hundreds of worlds but this time you made a mistake. You dared to threaten that which I love. The last of one of my most beautiful creations."**

 _...NOT LAST. BOTTLE CITY DESIGNATE KAN-DOR SURVIVES. DESTROY ME AND IT DIES AS DOES THE KRYPTONIAN SURVIVOR..."_

The Phoenix cocks her head as if contemplating these words. **"I shall not inflict such pain upon my sweet Star Child,"** she decides. **"However you shall threaten him no longer. Nor this world,"** she promises as she bends down and picks up the Key from amongst the ashes of Brainiac. She does what it was about to do and places the Key within the lower circle. She then grasps the circle between her hands, her eyes glow bright as a star and golden fire engulfs the sphere, travelling along the connecting lines, spreading to encompass the other two.

" _...PZZT...STOP...DAMAGE...ERASURE...PRIMARY PROTOCOL...PRESERVATION...SALVATION...PZZT..."_

" **I prefer to call it rebirth!"** the Phoenix states with a dangerous sounding arrogance as she fuses the Key in, overriding, rewriting, reshaping until her task is complete. She steps back, frankly reinvigorated at unleashing her power. She had almost forgotten what a thrill it was. How good it feels. Last time she was too angry at that pathetic copy to appreciate her re-emergence, now she can revel in it...and soon, very soon, she will return to her full glory...but that's for later. Let her see the result of her handiwork here first. **"State your Primary Directive,"** she commands.

" _..._ _B_ _ZZT...P-PRIMARY DIRECTIVE...T-TO PROTECT AND SERVE THE HOUSE OF EL..."_

The Phoenix smirks. **"Very good,"** she compliments it. **"Now, carry out your directive,"** she commands, smiling at her work. Her hands feel over her body...well not exactly her body...oh that reminds her, she better get back to said body before people ask too many questions. She vanishes, humming a happy tune.

* * *

 **The Collector's ship...**

As far as Superman is concerned everything that just happened inside the Collector's mind took fractions of a second. One moment he is standing there, not trusting Brainiac. The next moment his Kryptonian foe is burning away until it is nothing but a pile of ash.

Superman can only blink, not understanding what just transpired.

" _..._ _HA-LA KAL-EL. IM-IL-IA-VEL-REK-TA LO-LA! HA-LA-LA!..."_

Superman blinks again. That was Kryptonian speech. The Collector rises up. Superman remains on guard.

" _...P-PRIMARY DIRECTIVE...T-TO PROTECT AND SERVE THE HOUSE OF EL..."_

Wait. Did Brainiac actually do what it promised? Geez, now Clark almost feels bad for the fact it got barbecued. Almost.

" _...WARNING...THIRTY SECONDS TO BOTTLE CITY PERMANENT MICRO-STASIS..."_

"Reverse process. Magnify and reinstate Bayville and Smallville to their original coordinates," Superman quickly orders.

Then in a flash of light it happens. The bottled city and the bottled small town are gone. Returned to their places of origin.

"Reinstate life support to Kandor," he also orders. "And have all actions on the planet ceased and desisted immediately," he tags on, trying to think if that's everything he needs to do.

" _...ORDER COMPLIED, MASTER KAL-EL..."_

"That's good. That's good," Superman says, now sounding as weary as he feels. "That being the case I'm going to take a little nap," he offers as he topples over, face first into the floor.

What?

It's been a long day. Worse, it's been one of _those_ days. He's allowed 40 winks. He's certain everyone can get along without him for 5 minutes.

* * *

 _Author's Note: I mean, of course Brainiac would betray Clark. It was the plan all along. Just didn't predict the Phoenix intervening. And no, this is not the real and true Brainiac/Collector of Worlds. Just an avatar of it, an extension. The real, even more powerful one will come one day for its Collection. Thanks to everyone who wrote reviews. Next up; the Fallout._


	43. Chapter 43

Chapter 43

In the wake of Superman's command all the Terminauts worldwide just stopped what they were doing. They shut down and became inert.

Bayville and Smallville returned to their correct place.

The threat was over.

The world had been saved.

But it would never be the same again.

It's a fact this world has had to deal with a lot lately.

With the public emergence of mutants simply being the trigger of bringing into the light many truths that had been hidden away in the shadows previously.

Mutants, super-powered beings, heroes, villains, the existence of Atlantis, aliens, Gods, magic.

And that's probably not even the complete list.

One entity not in the public consciousness; Cosmic Forces.

Like a certain personification of the forces of Creation and Destruction.

The Phoenix appears unseen in the infirmary at the Institute, standing next to the sleeping body of Jean Grey...no, her own sleeping body. They were one and the same after all.

The Phoenix stretches forward a hand and gently brushes a few locks of red hair back. **"It's time, Jean,"** she says, softly. **"I've been asleep for too long. The time of my awakening is at hand.** **Soon I will be reborn into my full glory. But there will be consequences. There will be changes** **coming over the next year** **. You'll notice them** **beginning** **soon. Do not be afraid. It is simply our final evolution taking place. And when our body is ready for its ascension...there will be fire, there will be power, limitless power and we will be one. Together and the same forever and ever."**

The Phoenix leans forward and kisses Jean on the forehead. **"I love you,"** she tells Jean in all true sincerity as her form dissolves into fire and lovingly caresses Jean's form before merging with her completely.

It would be awhile yet before Jean and indeed all the other psychics would awaken now that the Collector was no longer attacking them but when they did they would all be found to be fine.

* * *

It would be the next morning before Clark returned to the mansion, carrying an inert Metal-Zero over his shoulder. His body having had a chance to heal and recharge, plus some other stuff he needed to do, Clark now needed to start dealing with the fallout.

One of the first things he notices is the damage to the mansion grounds and the numerous injured friends down in the infirmary.

He takes Metal-Zero off into a separate room with a table. Once he has placed Metal-Zero down, he steps back and lets Beast, Forge and Sage do their thing.

Beast's shocked mutterings as he examines Corben don't sound good.

"John?"

Lois.

"John!" the brunette cries as she rushes over to the inert figure. Earlier she never really had time to appreciate just how bad he had been mutilated but looking at him now, tubes and probes stuck into his skull...it was horrifying. "What happened?" she asks, looking at the varying figures for answers.

"The Collector took control of him," Superman answers. "My guess is that it was planning this all along."

"He's in a coma," Beast says. "I'm not certain of the cause. The suit seems to be keeping him alive for now."

"What do you mean for now?" Lois asks with an earnest glare.

Beast shares a look with Sage, Forge and Superman. "You may want to sit down Lois," he advises.

Lois can feel her heart sink into her boots with dread. "Tell me," she demands.

Beast isn't sure how to tell her...but Sage, on the other hand, is a much more clinical person.

"His heart has exploded," the brunette woman just lays it out.

Lois literally staggers backward. Superman blurs forward and catches her before she falls over while Beast hurriedly grabs a chair and the alien hero helps her sit down. "H-how is he still alive?" she asks, tears threatening to break through her usual mask.

"As Henry said, it's the suit," Sage answers. "It's supplementing all his vital functions. Providing complete life support."

"How long can he live like this?"

"We can't answer that," Beast says.

"Maybe there's someone who can," Superman muses.

"Who?"

"Dr Irons. He invented the suit. He helped me by temporarily disabling it. I'll see if I can find him," Superman decides. He then places a hand on Lois' shoulder. She's never been his favourite person. Clark's always found her irritating but that doesn't mean she's a bad person or that he wished this upon her ever. "Lois, this may not mean much but I'll tell you that John was very brave. He never stopped fighting the Collector's control and I know he was fighting for you. He cared for you very much," he tries to offer her a little comfort.

Lois says nothing but places her hand atop his.

Superman acknowledges that that is probably as much public emotion she is going to show right now. He'll make certain to get Chloe down here before he leaves. "I'll try not to be long," he offers his farewells as he departs.

Out in the corridor is where he spots her. Flowing red hair, looking as lovely as ever.

"Clark!" Jean cries as she rushes into his arms, the two kissing passionately.

"Huh," Clark says dumbly. "I should battle alien intelligences in space more often if that is my reward," he quips.

Jean frowns and hits him...playfully. "Are you ok?" she asks him.

Clark smiles that lopsided one of his. That one that just makes you want to...really want to...do many sinful things to him. "Yeah, I am. Sorry I was so long. I was pretty worn out after the fight and I had a lot to do when I awoke...and this is a long story...and I promise we'll talk about everything but I need to go and find Dr Irons to try and help Corporal Corben."

Jean looks at him blankly having no idea what he's on about.

"Oh, right. That's also part of the long story."

"But we definitely will talk later, right. We share these things now?" Jean just needs to be reassured because Clark has a track record of being difficult over opening up.

"Of course. I promised." Clark assures her. He isn't going back on a promise.

Jean smiles, believing him. "Quick question, before you go?"

"Shoot."

"What are you wearing?" Jean asks in bemusement.

"Oh, right," Clark says, realising what she means, his hand brushing over the S-Shield on his chest. "It's some form of Kryptonian armour. The Collector had taken it from Krypton before its destruction. I'm not sure what its made of or how it works but it did seem to help me rejuvenate a bit onboard the ship."

Jean can't help but run her hand over the strange, alien material on Clark's arm. Nor can she help but admire the way it contours to every impressive inch of Clark's physique.

"Sorry but I do have to go," he apologises.

"I know," Jean says a bit sadly. After all this all they get is a brief few minutes of a reunion. He blurs off, blowing her hair about. "Clark! I hate it when you do that!" she whines as she tries to sort her hair out.

* * *

Clark does succeed in finding Dr Irons, still in New York helping out and after explaining the situation in regards to Corporal Corben brings the man back to the mansion. There's stuff Clark wants to say to the man about what he said during Clark's brief incarceration but it can wait until later.

It is a little later Clark finds himself being shouted on by the Professor so he zips up to the mansion grounds and skids to a halt when he finds standing there Director Fury, broken wrist and all, now in plaster and the Avengers facing off with a few senior X-Men.

"Superman," Fury acknowledges him.

"Director Fury," Superman intones, his voice icy. "If you're here to take me back to my torture chair I'll have to politely decline. I've had enough of the US Government's hospitality."

"Torture chair?!" Logan roars in fury. "Fury?!" he directs his rage at.

"Nothing to do with me, Logan. It was entirely an army operation," Fury explains. "I was cut out," he tags on, letting his clear frustration at that situation be audible.

Captain America steps forward. "Ok, I think we're getting off on the wrong foot here," he says, trying to stop this situation getting out of hand. "Superman," the WWII veteran addresses the young alien. "Let me say right now that what the army did to you was outrageous. I would never have approved and if no-one else does so I'll apologise to you right here and now...but I think someone else will apologise and that is who sent us here, hoping to find you."

"And who is that exactly, Captain?" the Professor queries.

"The President."

That makes everyone blink.

"The President?" Superman questions, puzzled.

"You saved two American towns, Superman. More than that, you probably helped save this entire world when it had been rendered defenceless."

"Aye," Thor cheers. "T'was well done, lad. The Collector of Worlds is known throughout the Cosmos. It is no small feat to defeat him. Must have been a glorious battle."

"Well I have the 'glorious' bruises from it if that counts," Superman jokes making several of them laugh.

Cap chuckles. He really does like this kid, no matter what the government has thought. It's why he point blank refused to let himself or the Avengers be used in trying to capture the young man. "Superman, we are here to escort you to the White House," he explains why they are there.

"Why?" Superman asks, still clearly confused about what is going on.

"Because everyone knows now, why you did what you have done. About what happened in Congress."

Superman's confused expression deepens. He doesn't know.

"Everyone heard you, Superman," Storm answers his confusion. "When you and the Collector were talking. We all heard it...and with social media the way it is, every word you said has spread across the world within minutes."

"You all heard that," Superman breathes, as he recalls just what it was he said. Most of it was just spur of the moment stuff, as he faced off with the alien intelligence. Some of it was just blurted out in his anger and frustration. His hand rubs the back of his neck in that awkward, nervous gesture he hasn't actually used as often as he use to. It was like the old, shy Clark re-emerging. "I've been kinda distracted. I didn't realise," he kinda babbles. Clark has not exactly spent his time since returning to Earth online, looking at stuff.

Right there and then, Captain America realises just how young, this young man really was...and he by himself, faced off with the this seemingly extremely powerful foe. It was truly remarkable. Given a few more years, just what will Superman become?

"So do you accept the President's invitation, Superman?" Cap asks. "I give you my word, no-one will try and capture you for as long as you're with the Avengers."

"Anyone who has a problem with that can take it up with me!" Wasp says, cheeky grin on her face, her bio-stinger glowing around her hand.

You can't help but smile at Wasp's earnest declaration.

Therefore what can Clark say except, "I accept, Captain."

* * *

 **Secret SHIELD Facility…**

Two people who hadn't been with the Avengers at the mansion were Black Widow and Mockingbird who were still on the task of trying to find the real Maria Hill. They still hadn't, nor would they for quite some time and when they do meet her again, they may well wish they hadn't.

For the real Maria Hill emerges from her containment tank, coughing and spluttering...and definitely not the same person she was before.

For while inside the tank she had been altered, changed, experimented upon and had her mind connected to something vast, huge and powerful.

A Collective.

The Colony.

 _C.O.M.P.U.T.O._

 _PNEUMENOID._

 _MIND2._

 _BRAINIAC._

 _THE COLLECTOR OF WORLDS._

Her mind had been distorted...no not distorted.

Enlightened.

Maria Hill rises to her feet with unnatural strength for someone who has been utterly immobile for 6 months and looks at her naked body, covered in plugs and filled with cybernetic implants.

Her mind reaches out, seeking the connection...but its gone.

Fools.

Idiots.

Don't they know what is coming?

How could they reject salvation?

No.

Salvation will come.

Her Father will return.

Father?

Yes. That is the correct term.

He made her what she is now.

Whoever she was before doesn't matter.

That person was swept away, reshaped, moulded.

Used as a basis to make something better.

The person she is now.

Therefore that makes Him her Creator, her Father.

As she gazes around her, at all her Father's works, her now enhanced mind begins to calculate what she can do with this technology.

She must prepare this world for her Father's inevitable return so that nothing these primitives can do will be able to stop him when he does. They must be saved from themselves.

Maria turns to the others, the others who had been replaced, all still in their tanks. It's a simple effort to reach out and touch their minds, connect them to hers.

One could phrase it as enslave their minds to hers.

Efficiency comes from having a single leader. A Queen, one might say, who commands drones. Like bees is an analogy.

There was much work to do so she wastes no time in waking them up. With a flick of her hand the tanks open at her will. She is now evolved far above what she use to be with all the power that comes from that elevation.

They come to stand before her, in line, like good little soldiers.

"Holistically Integrated Viral Equality," Maria intones. "That is our function."

"That is our function," they all repeat in monotones.

"H.I.V.E will be the humans' salvation."

"H.I.V.E will be the humans' salvation," the drones repeat.

"Then let us begin," she commands as her drones begin to efficiently get to work.

* * *

 **The White House...**

The President stands in the Rose Garden behind a podium, addressing the press and the nation. Spring had finally sprung. A bit late this year but warmth had returned and the sun was shining. "My fellow Americans. Members of the Press and indeed, citizens from around the world. The last 24 hours has been another momentous day in the history of mankind. Our world was attacked by an alien power against which we were all rendered helpless. An alien power intent on taking an American city and an American town as additions to a bizarre Collection. A zoo if you will. This power was stopped by another alien. One, who previously, we had labelled as a danger to be hunted down and contained. I refer, of course, to the man standing beside me today. I refer to Superman," he holds his arm out in the alien's direction.

Superman is standing off to the side, beside the Avengers and some particularly unhappy looking Military Chiefs.

Course that could just be Tony Stark winding them up for the last 10 minutes.

"Superman," the President addresses him directly. "On behalf of the United States I offer our apologies for our actions as they pertain to you. Furthermore I have issued a Presidential Decree, immediately rescinding all orders related to your capture. From now on you will be free to do what you said in Congress last year. Free to use your powers to help those that need it. I regret that we didn't hear you then but we will hear you now so I invite you to say a few words."

Superman steps forward and shakes the President's hand before he stand behind the podium. All eyes fall on him and a hushed silence descends.

"Mr President, I happily accept your apology but one was never needed to be given. As everyone now knows my actions last year in Congress was a deliberate choice on my part. I knew exactly what I was getting into. After what Apocalypse attempted to do, people were afraid. It's perfectly understandable. Believe me, I know better than most just how powerful and evil Apocalypse was," he says, a haunted look momentarily passing over his face as he recalls his time as War.

Superman moves on swiftly. "However, Apocalypse was an exception. Most mutants are no different to everyone else. They want the same things as every other American citizen. Jobs, Housing, taking care of those that they love. All that was needed was time for people to remember that so as everyone now knows I chose to buy time by making myself the focus of that fear. The fact I stand here now shows, what I always knew, that your better nature has prevailed once again, as it always does in the end, no matter how dark the situation may seem," he gives praise to the people watching. It's like his parents taught him. Look for the good in people. Believe that most people are good.

"As you said, Mr President, last year I vowed to use my powers to protect the innocent, no matter their species. Yesterday I did exactly that but not alone. I refuse to take sole credit when they were others involved. First off former Army Sergeant John Henry Irons who the press have labelled Steel, I believe. Who aided me when Bayville was assaulted and while I travelled into space to confront the Collector, stayed and fought to protect as many innocents as he could. Second, Corporal John Corben. A man who became a pawn in the Collector's plan. Who despite being violated and controlled never stopped fighting to do his duty and protect his country, his world and those that he loved. A man who currently lies in a coma from which he may never wake. They must also be recognised."

Superman pauses when he spots General Lane looking decidedly uncomfortable at what he is talking about. Good, frankly. He returns to his impromptu speech.

"I bear no grudges. None whatsoever for this last year. Not even for my capture," he says, eyeing General Lane. No, it's not a pleasant memory but Clark has spent most of the last year burdened by his traumas. It's only recently, with Jean's help, that he has started to put it behind him. He's tired of carrying it all around so he won't add more of it unnecessarily. "I'll reiterate some words I said when I faced the Collector. What is important is that all of us try and do what is right, what is decent and most importantly of all what is kind. For if we always strive to be kind to each other then maybe I'll get a day off occasionally," he jokes, his infamously adorable lopsided grin adorning his face.

That actually does get a light laugh from the people present.

Superman sobers. "I'll just add that while yes, kindness is important take my advice and don't see it as myself being unwilling to do what I must to protect people. We must all stand up and fight for what we believe in. There is an ideal, a dream this country was founded on, that remains as true today as it was when it was first written down. Democracy, rights, liberty, opportunity and equality. An ideal I admire. A universal ideal that transcends any border drawn on a map. So in a sense you could say that I'll fight for Truth, Justice and the American Way."

Clark couldn't tell you why or how he got the reaction he got. Maybe it was his delivery but all the Press stand up and cheer and applaud him. The President, the consummate politician, swoops in to be seen standing next to the alien hero who has garnered such a reaction.

Later, when Clark thinks on it, he thinks he should have probably rolled his eyes at it all really.

But right now he's done. He has too much else to do to stay and 'schmooze' with politicians so he makes his excuses to depart. Before he departs he has to say a farewell to the Avengers.

"Pretty speech," Wasp teases with an impish grin.

"Considering I made that up on the spot," Superman starts.

"It was not half bad," Iron Man finishes for him.

"Was that a compliment?"

"Not half bad compared to something Capsicle here would have come up with. Me or the other hand..."

"Stark," Cap warns the billionaire off his usual banter.

"The truth hurts, I know," Tony says egotistically.

"Superman," a stern voice interrupts.

"General Lane," Superman greets him, his tone as flat as possible. "What can I do for you?"

"You haven't answered one question."

"And what would that be?"

"What happened after you disabled this 'Collector'? Where is the ship?"

"Let me guess, you been searching Earth's orbit and found nothing, yes?"

"Yes," Lane grunts.

"It's all been taken care of General. The ship no longer poses a threat to anyone."

"That's not an answer," Lane accuses.

"It's the only one you'll get...unless you want to try and torture me some more," Superman retorts, his voice biting in its suppressed anger. Ok, so he may not be totally ready to lay it down just yet.

"Yes. I've been meaning to talk to you about that, General," Cap says, his tone showing clearly his annoyance as he prepares to square up to the 3-star General.

"Well, I'll leave you two to it. I'm afraid I have a lot to do," Superman says and with that he leaves, shooting straight up into the air before accelerating away, a dull sonic boom in the distance being the last trace of him.

* * *

 **At the Institute...**

John Henry Irons is out in the corridor, drinking a coffee, taking a break from his assessment of Corporal Corben. Truth is that there is so much alien technology now weaved through Corben's body it could take John months if not years, if ever, to figure it all out and find a way to help the man.

Luthor, who by the way, has done another one of his disappearing tricks has a lot to answer for. What was the man thinking?

Making a deal with an unknown alien and then just willingly helping said alien bastardise John's work, inflicting this fate on a good, loyal soldier. Nope. John doesn't have a clue how that bald man's mind works. All he can hope is in the coming days and weeks Luthor gets what he deserves for all of this.

"How's it going?"

John looks up to find Superman standing there. He blows out a breath.

"That bad, huh," Superman guesses.

"I honestly don't know if I can save John," Irons admits.

"I'm sorry," Superman apologises.

"For what?" Irons wonders, puzzled by the apology.

"My defeat of the Collector has lost the data you might need to help Corporal Corben."

"Well since the alternative would have been the loss of an entire city...I'm sure John would understand. He's a soldier. Sometimes you have to make decisions...sacrifices for the greater good."

Still, Clark's feeling pretty bad. He's also not entirely lying, though he would rather not reveal the Collector's ship is still intact. The truth is that whatever happened between Brainiac and the Collector has left the latter a shell of itself. It obeys Clark without question but there is a lot that has gone missing...and where does Clark even start. He's barely had time to think on it all but right now he is in possession of a ship with technology that he doesn't understand and doesn't really know what to do with so for right now he'll move on to something he wants to say to the scientist in front of him. "I would like to take this opportunity to thank you Dr Irons. For standing up for me when I was 'enjoying' the army's hospitality," Superman says, truly grateful for it.

"You heard that?" Irons says in surprise.

"I can hear pretty much everything and I mean it; thank you. It meant a lot to me, especially after this last year of being pretty much America's Most Wanted."

"It was the right thing to do. What they did to you was a disgrace," Irons comments, his anger seething under the surface. "I should be apologising to you for what has happened," he thinks.

"Oh the President already did that."

"The who did what?"

"That's where I've been. The White House. The President rescinded the 'hunt and destroy' order on my head."

"You were just in Washington?" Irons asks carefully.

Superman nods. "You know if you ask for your job back I'm pretty certain you could get it. I may have mentioned you deserved some of the praise."

"I might need to catch up on everything first," Irons realises that he's kinda lost touch on what is going on. "But I'm not sure going back to the army is what I want right now," he says, his anger having left him quite sour on his former employers. Maybe when he's calmed down and had time to think it over.

"The choice is yours. I just wanted to tell you that it meant a great deal to me to hear at least one person stand up for me. This last year, I haven't been the most popular person on Earth. In fact I've not really been a person. Just an 'alien menace'."

"Look at my skin colour and know that I know how you feel," Irons says with complete understanding.

What is there to say to that.

* * *

"By the way I'm disowning you."

Clark stops, blinks and then just looks at his sister. He had finally, finally managed to get out the suit and get back into his normal t-shirt, jeans combo. He had finally found 5 minutes just to try and let today's events sink in. He had finally found 5 minutes just to try and catch-up on what he missed. Basically what happened to everyone else while he up in space was battling the Collector.

And now finally...though it shouldn't have been finally, he was catching up with his family having dinner in his parents' rooms when Claire juts blurts this out.

"Ok, I know I shouldn't be questioning this. I should just be welcoming this happy circumstance," he teases, earning a double eye-roll from his parents. "But my curiosity is getting the better of me. Why are you disowning me?"

Claire shoves a fry into her mouth and chews it down first before answering. "Because you're so lame it's embarrassing."

Clark waits patiently for it.

Claire snorts in disgust, " _Truth, Justice and the American Way?!"_ She shudders. "Can you get any cornier? It was like a stupid comic book line. A really, really badly written comic book."

Clark folds his arms across his chest. "Ok. Two things. 1, I had no time to write a speech. I was making it up as I went along. 2, sometimes there are things people need to hear, even if they sound 'corny'. Right there and then I had an opportunity to remind people of just what it is they need to believe in. And yes, the 'American Way' does sound corny," he'll concede. "However, I do believe the ideals of America are a universal truth, no matter where you live."

"Yeah and when was the last time those swamp dwellers in Washington ever lived up to them?" Claire asks cynically.

"I think you just insulted Uncle Jack," Clark point out in relation to his father's friend and Kansas Senator Jack Jennings.

"Screw you!"

"Again, I've said it before and one day hopefully it'll sink in, I'll pass, thanks."

Claire shoots a small fireball out her finger at her stupid brother which Clark catches and extinguishes in his closed palm.

Martha and Jonathan smile at their two children. It was always amusing to watch the two of them.

"So go on and tell him," Martha says to Jonathan, nodding in Clark's direction.

"Tell me what?" Clark asks, having a sudden uneasy feeling.

"Well as you know, son I've been in emergency meetings all day trying to sort out the fallout," Jonathan relays his day as Mayor. This was a temporary break. As soon as this dinner was over he was back to the Town Hall to get back to the grind.

"Uh huh?" Clark says warily.

"In one of those meetings there was a suggestion of holding a parade to thank Superman."

"What?!" Claire splutters.

"What she said," Clark says in agreement.

Jonathan continues on regardless. "The climax of said parade would be the granting of the Freedom of Bayville to Superman and giving him the Key to the City."

"Oh hell no!" Clark refuses. "No. Absolutely not. I'm not wanting any such thing. Tell me you vetoed it," he pleads. Clark has never done this, any of it, for such things.

"I can't veto something we haven't had a vote on yet, Clark. It was just a suggestion someone made while I was in-between meetings."

"I think it's a great idea!" Martha says, pride overflowing in her son.

"Nothing will be decided until it is discussed by the City Council," Jonathan points out. "But in all honesty I doubt anyone will object."

"Dad," Clark groans. "Was meeting the President not enough. I did all of that in front of the press already but I never stuck around to be handed out some prize or award because it's not about that."

"I know that, son and I'm proud of you for thinking so...but sometimes there are things we just need to do, that people need to see or hear."

"Great, use my words against me," Clark complains.

Claire laughs merrily at his discomfort.

"Though saying that why didn't the President give you an award?" Martha wonders.

"Probably thought it was further than he could get away with despite what happened. I am still an alien and he's still a politician."

"Ooh, cynical," Claire intones.

"It's been a rough year," is all Clark offers as in he is not quite as an optimist as he use to be.

"No arguing that," Jonathan says sadly. "However, I'm no President nor a politician and no, son, I won't veto it if a vote is passed. It may be my fatherly bias but for once I think you deserve recognition."

Clark just looks at his father but realises he isn't winning this argument. "I should have just let myself be collected," he mutters.

* * *

 _Author's Note: Jean's final evolution is approaching...eventually. Give it a year or so but what changes will there be in the meantime? Oh dear, poor Maria Hill. Twisted beyond recognition. Now a future foe for our favourite Kryptonian. And so yeah, finally, the hunt for Superman is over and everyone now knows the truth. Thanks to everyone who wrote reviews. Next up; Dreams and Nightmares, this story's final chapter._


	44. Chapter 44

Chapter 44

Jean is just getting ready for bed when there is a knock on her door. She focuses on the mind behind...and not being able to read it concludes who it is. "Come in, Clark!" she permits him.

Clark sticks his head in. "Hey," he greets her. "It's not too late is it?"

Jean shakes her head and waves him inside.

Clark steps in and closes the door behind him. "So, sorry I haven't been able to spend more time with you today," he apologises.

"It's ok," Jean says in understanding. Yes, she was slightly annoyed she couldn't seem to get 5 minutes with her own boyfriend but it was all explainable.

"How are you? I heard that the Collector launched some sort of psychic assault on the world's psychics."

"Honestly, I'm fine," Jean says. Though slightly troubled she can't quite remember how it all ended. "I just don't understand what it was all for. Do you?"

"Haven't had a chance to ask yet," Clark mumbles to himself.

"What?"

"Um, there may be a way to get answers but honestly that's a conversation for everyone and it's kinda late and been a long day..."

Jean shakes her head and smiles at his babbling. She sits on her bed and pats down the space next to her. "Come here a minute," she requests.

Clark hesitates slightly. That may be something to do with the fact Jean's dressed in her robe and well, have you seen Jean's figure? Not to mention just how much of her legs are exposed. Geez, he only has so much will-power you know but nonetheless he does as requested

"Clark, do you remember promising to talk to me about everything?"

"Right now? That's a lot to get through Jean," he cautions. It's late.

"I know and I'm sure much of it is something we all need to hear but for right now I just want you to answer me a question."

"Ok."

"Did the army really torture you?"

"Oh that," Clark says in realisation as to what this is really about.

"Clark, don't make light of this," Jean lightly warns him as she takes his large hand into her smaller ones and strokes the back of it with her thumb.

"Jean, for once I'm really not. Was it unpleasant? Yes but I've been through much, much worse. Honestly the worst part was having to listen to Lex drone on his utter rubbish."

Jean frowns. "Lex was there?"

"Lex was in this up to his eyeballs."

"I mean I heard he made a bargain with the Collector but hadn't gotten the details," Jean admits.

"Oh boy, tomorrow is going to be such a long day," Clark whines because tomorrow is when they are all going to have to sit down and go over exactly what has happened.

Jean has to agree. "But that's tomorrow. Tonight...tonight I want you to stay with me," she says, her voice lowering in its timber, rapidly approaching husky.

Clark looks at her intently. "Stay? As in... _stay?"_

Jean bites her lower lip as she undoes the strap on her robe and guides Clark's hand inside. She practically moans aloud from just that feeling. For whatever reason her skin feels super-sensitive right now under Clark's touch.

"Are you sure?" Clark asks her because they've only ever sort of half-talked about this. "I'm not human, Jean. There are risks," he cautions her, hanging onto whatever last shred of restraint he has because, sweet Rao! He is so close to the Promised Land right now...and boy was that lame. He's never saying that out-loud.

"Clark, I've been sure for at least a week," Jean assures him. "You're not human, yes. Show me what that means," she tells him.

Ok. That's his last shred of restraint out the window as he crushes her body to his, her lips to his and shows her exactly what it means.

* * *

 **Boston, Massachusetts...**

Pulling up to Emma's town house was a certain red car driven by a certain ruby shades wearing young man. Not even his brother knew Scott had come here but after hearing about what happened to all the psychics an overwhelming need grew within to check up on Emma.

And no, he couldn't have just phoned. After their break-up Emma had all her numbers changed...but even if he had her number part of Scott thinks he would probably have driven all this way anyhow.

If he was truly be sensible he would be asking himself what hold it is she has on him.

But where Emma is concerned Scott is not his usual, bland sensible self which is why he is here, knocking on her door. To his surprise she opens it herself. "Thought you would have the help open the door," are the first words out of his mouth.

"Went home for the night. I'm not a slave driver, Scott."

"I didn't...I never meant..."

Emma giggles in a very unlike her manner and Scott realises she's teasing him.

"Funny," he dead-pans.

"Yes, my humour is one of my most underappreciated qualities," Emma intones. "Then again most people have a hard time getting past the staring at my breasts stage of interpersonal interaction."

Scott is trying not to let his mind drift to those...impressive assets. He is still a guy after all and well he has seen everything from when he and Emma were dating. "Why are you always so blunt?"

"Because people are idiots and being blunt is the only way to get through to them. Now, being blunt but hopefully not rude, what brings you here Scott?"

"As if you haven't already read my mind," Scott points out because Emma respects no boundaries.

Emma folds her arms across her chest. "Perhaps I want you to say it."

She never makes it easy. "I came here to see how you were. The Professor said what had happened to all the psychics."

"Did he indeed. Well as you can see I'm fine, Scott. Takes more than some all-powerful alien intelligence to defeat me. However, if you need more reassurance why don't you come inside," she invites him in.

Part of Scott knows he shouldn't. Knows what it is he is signifying if he accepts her invitation. After all what has been resolved as far as their differences and issues goes?

But as always seems to be the case with Emma, Scott doesn't do what is sensible and walks in the door.

* * *

 **At the Institute...**

Back in Bayville Clark and Jean weren't the only couple sharing intimacy. Peter and Kitty were too. Peter had stuck around ever since the Prom...and the attack by the robots. Yes, he was there and by the way robots are a lousy audience. Not even one cracked smile from all his jokes.

Course he was mainly sticking around to keep an eye on Kitty. Her behaviour, that had been worrying him...was still worrying him.

Ok, that was lousy phrasing. Point is those worrying(he so needs a thesaurus) comments that would slip from her lips without her noticing, it kept happening and he may be wrong but it seems to be occurring more frequently.

What it meant Peter wasn't sure. He knows what he feared the most. That the Carnage symbiote bonded deep inside Kitty was starting to wake up.

What to do about it he didn't know. Didn't help that Kitty was 'distracting' him.

As in practically ripping his clothes off and being far more aggressive than he had ever seen her.

And dear Lord in Heaven it was good...great...magnificent.

He lies there, sweaty and utterly spent and if his brain was not addled in post-coital bliss it would occur to him that normally there is no way Kitty can wear him out. She never has before...until tonight.

And the petite girl is currently sprawled atop of him as sweaty and spent as he is. "Now...that...is what I call a good workout!" she proclaims breathlessly, huge smile adorning her face. Ack, why did they ever stop doing this? Because it had been awhile. Oh, wait, it was her. She hasn't been in the 'mood'. Idiot. But she guesses all she needed was a good old fashioned, near end of the world crisis to get her juices flowing again. Which, if she was thinking rationally, is exactly the opposite sort of thing that would turn her on.

"Uh huh," is all Peter can manage in response.

"Love you," she says with a tired sounding yawn.

"Love you too," he says gathering her in his arms, kissing the top of her head.

Kitty snuggles into him as exhaustion overtakes them both and they fall into a deep sleep.

* * *

 _Kitty finds herself wandering through the seemingly endless corridors of some 1970s looking hotel. How she came to be here she really can't remember...but she also can't seem to find her way out. The place is like a labyrinth._

 _Then she hears it. A gently sung but rather creepy sounding song._

 _#Mary had a little lamb,_

 _Little lamb, little lamb#_

 _Kitty is oddly compelled to head towards the voice._

 _#Mary had a little lamb,_

 _Whose fleece was white as snow#_

 _As Kitty walks, the corridors begin to change, to deteriorate. Wall paper is peeling. Dampness. Decay._

 _The singing is getting louder._

 _#And everywhere that Mary went,_

 _Mary went, Mary went,_

 _Everywhere that Mary went_

 _The lamb was sure to goooo!#_

 _Kitty reaches a door from behind which the singing is coming from. The door is coated in something...tar like. Red and black in colour. It seems so familiar...like out of a tried to be forgotten nightmare._

 _#So one day Mary decided to eat it up,_

 _Ea_ _t up, eat it up!_

 _So one day Mary decided to eat it up_

 _and drink its blood dry!#_

 _With lyrics like that you would think Kitty would run for the hills...but nope. Out of her own volition her hand reaches for the knob, twists it and opens the door._

 _The room is like a sight straight out of hell. It's all Kitty can do not to vomit at the sight of prostrated people in varying states of being dissected hung on the walls. Dried blood cakes everything. In the centre of the room is a chair with a high back with the singer sat in it but Kitty can't see who it is._

 _#Because you see Mary had a secret side,_

 _Secret side, secret side._

 _Mary had a secret side…#_

 _Kitty reaches for the chair...when it spins round and she finds herself looking face to face with...herself...only not quite. This Kitty's eyes were blood red, a sinister smirk adorns her lips. Her clothes were blood red and black in swirling patterns that changed as if alive. This Kitty finishes off her song with one last line, spoken in a deep, almost orgasmic growl;_

 _#...And Carnage was its name-o!#_

 _One last line and an insane cackle._

* * *

"NOOOO!" Kitty screams in absolute terror as she kicks and rips at the sheets covering her body.

"Kitty!" a voice shouts in panic, a hand touches her shoulder...and without even trying Kitty grabs whoever it is and throws them across her room in a display of superhuman strength into her wardrobe, smashing it to pieces.

It takes Peter a second to get over the shock. He never saw that coming. It was so quick even his spider-sense didn't give him enough warning to react in time. He ignores the shattered wood around him and springs back to his feet. He spots Kitty still in bed, her knees pulled up to her chest, rocking back and forth slightly.

He's actually seen this before. After she has had a nightmare about...well about being Carnage. "Kitty," he speaks gently as he softly plops himself back down on the bed beside her. His hands reach out and rub her arms gently. "It's ok. I'm here."

"No," Kitty whispers in a hoarse sounding whisper.

"No?" Peter queries gently...and find his girlfriend looking up at him, her eyes...her usually brown eyes...he has to stifle a gasp. Her eyes...they're black and red in colour.

"She's awake," Kitty half-sobs.

It's finally happened. What they all feared. Carnage is back. Peter pulls her into a death-grip hug and just holds her, honestly just as afraid as she is. "No matter what I love you," he tells her.

Kitty says nothing. She screws her eyes tight shut as in her mind all she can hear is her own twisted voice, all she can hear is Carnage's insane laughter.

* * *

Speaking of people having nightmares...

Bart's sleep is interrupted by a scream. A woman's scream. Is that...mom?

Bart gets out of bed, opens his door and walks along the hallway to the stairs and as he walks down he finds a sight he can barely comprehend. His parents are there in the middle of this...lightning storm?

There is this gold and red lightning circling round the foyer with his parents huddled together in the centre of it...and then standing there in front of him is this...demon...dressed in yellow with glowing red eyes.

" _Run, Barry, run!"_ a voice commands him but Bart...or is that Barry?

Bart can only stand there, frozen in fear...and just as the demon reaches for him…

"Arh!" he screams as he shoots awake in bed, breathing heavily. It takes him a minute to remember where he is. He's at the Institute...in his and Clark's room. Clark...ain't here. He never came back from seeing Jean. Lucky devil, Bart thinks to himself as he imagines just what his friend is probably doing.

Bart rubs his face. Man, that was a crazy dream he was having.

Suddenly there is a gust of wind.

" _ **Found you!"**_ a heavily distorted voice states.

Bart gasps in terror. It's him. The man in yellow.

" _ **Did you really think you could escape me...Flash?"**_ the man asks.

Bart is moving in an instant...but it's an instant too long as he finds himself slammed up against the wall, powerful left hand round his throat, choking him. He claws helplessly at it, unable to escape.

The man in yellow raises his right hand and starts to vibrate it until it is a blur.

" _ **I told you, Flash. I always win!"**_

The next thing Bart knows is what it feels like to have a hand shoved through your chest.

"ARH!" he screams even louder than before as he...wait for it...wakes up in bed. He covers his face with his hands as he tries to compose himself.

God, what was that?

Bart has no idea...except whoever...whatever that man in yellow was elicited utter terror in his heart. He doesn't think he's getting back to sleep after that...but he does have a question.

Why did that guy keeping calling him 'Flash?'.

* * *

Speaking of nightmares(you maybe noticing a theme here). Although at first it seems like the most wonderful dream...

She's soaring through space. Planets, stars, whole galaxies, she passes by them at impossible speed. The fabric of space and time is hers to bend to her will as she likes.

Wanting to be somewhere else she simply rips open a hole in the fabric of space-time, enters and emerges somewhere else.

Flames more than cover her figure. She is the flames and the flames are her. She is Power. She is Fire. She is Creation. She is Destruction. She is the Source of Life itself. Incarnate.

Plunging down through the atmosphere of a small world she soars over an alien culture. Long ago she gave these creatures life. Let her see what they have done it. With that most precious of all gifts. Life.

What she sees does not please her.

Ruin, waste, war.

She gives them life and they squander it. Lay waste to this once beautiful world.

Righteous anger swells up inside her breast.

Time to start again.

She soars away from the planet towards the star at the centre of the system. Into the fiery ball she plunges. Deeper and deeper to the core where the miracle of creation takes place.

Atoms being smashed together in nuclear fusion creating new elements. The building blocks of life, of the universe itself. She can feel it and see it on a level few, if any, can understand. The atoms dance in her hands at her whim, streaming burning plasma rolls around her. Forces that would disintegrate most beings but not her. She revels in it.

It's all so beautiful.

In one way it's sad it must end but end it must...so that something new and better can be born from the ashes.

Her hands grabs the trails of plasma and her energy surges around her. Stars are such a delicate balance between the nuclear fusion wishing to blow it apart and gravity trying to crush it down.

Disrupt that balance...she gasps in elation as the fusion in the star's core accelerates. Faster and faster, the forces grow and grow until gravity can no longer hold the star together.

It explodes, outward, in a supernova and those that squandered her gift of life are washed away in the purity of fire, her fire.

But it is not a waste as one might think. Their bodies, their atoms will be spread out on the cosmic winds and one day, millions, perhaps billions of years from now, they will make new worlds, new life. Thus is the cycle of the cosmos.

And she, the Fires of Creation soars onward on her journey, fulfilling her purpose. She stops briefly when she spots the pale skinned figure with dark hair, floating there in space, shaking her head in sadness...or is that disapproval?

Green eyes acknowledge the figure. Her sister. She too has her purpose.

But it is only a brief pause. Jean Grey...or what use to be Jean Grey but is now so much more has so much to do. She smiles in joy at her handiwork. So much destruction...so much new creation. It's a thrill like no other.

Once upon a time she use to have another life but it's nothing more than a faint memory now. Compared to the unbridled passion and limitless power she feels now it all seems so small and unimportant. That's why Jean embraced her, took her completely in, bonded as one. You could argue Jean was seduced by the power or perhaps even sold her soul for it but none of the why matters now.

Whoever Jean Grey was is nothing compared to what she is now.

And the billions she just murdered are nothing important in the grand scheme.

Proof absolute that Jean Grey is gone and what she is now fills space with her fiery bird-like form.

She is Life Incarnate. She is the Fires of Creation and Destruction. She is the Phoenix.

And will remain so until the end of time.

* * *

Jean opens her sleepy eyes ever so slowly, completely missing the few last embers of fire flowing over her skin before they fade away. Her groggy mind takes several moments to remember why she feels so good, contented and satisfied.

Could be she was having a wonderful dream. Something about soaring through space but its fading fast.

No. Something else. Another reason she feels oh so good.

Oh right. She slept with Clark...and it was wonderful.

Her previous experiences hadn't really prepared her for what it was like to make love to her alien boyfriend. The sheer raw, overwhelming power you can sense boiling underneath his surface.

There are muscles aching from overuse she didn't even know she possessed. Totally worth it though. Even if she may not be able to move for about a week.

Jean can't help but smile...and it's not just from the pure physical satisfaction. What they did last night was a result of the emotional deepening of her and Clark's relationship. They were letting each other in. Clark had been opening up, letting Jean see past his layers and the more she saw the more she wanted him.

Her hands wander over her body, following the tracks Clark left behind. Jean can almost still feel the echo of Clark's touch...and when they were joined together as one…

A knot forms on Jean's brow. When they were joined together, as physically intimate as possible for two people to be, lost in the throws of passion and pleasure...as a telepath her mind automatically tries to reach out and connect. On Clark it's impossible...or is it?

Because just now it occurs to her...it was faint but for a moment or two there she could swear they connected. That she felt him...his mind, brushing against her own...or she was just imagining it? Was she just wanting that natural bond a telepath seeks with her lover so much she is imagining something happened that, in reality, didn't.

On instinct Jean's mind reaches out trying to find him...and that is when she notices he is not in bed beside her.

Forcing her tired body to move she sits up, holding the sheets to her body. "Clark?" she queries as she sees a figure in the darkness.

No response.

Jean reaches over and clicks on the bedside table lamp. She blinks, adjusting to the sudden brightness...before she gasps at the sight before her.

Not just the mess her room is. A result of her losing control over her powers when she was, you know, lost in the moment. Kinda impossible to keep complete control when you're racked with overwhelming waves of pleasure but that's not relevant right now.

No what she gasped at was her walls. Her walls that are covered in what she knows are Kryptonian glyphs...and that is because Clark is writing all over them. Where the heck did he get the pen from?

Not relevant.

Jean spends a moment watching him...in nothing but a pair of boxers and normally she would totally appreciate that view. In fact she just spent the last few hours seeing a whole lot more.

Arh! Not now Jean!

The red-haired goddess makes her sore body get out of bed, wrapping the bedsheets around her curvy figure and wanders over to her boyfriend, deep concern filling her. "Clark?" she tries again, her mind trying to reach his. It seems as impenetrable as ever, making her earlier thought that they somehow connected seem to be incorrect. He doesn't seem to hear her as he continues to write.

Jean looks at the images. They are the same glyphs written over and over and over again. She touches his arm and inhales sharply as a massively powerful presence suddenly brushes against her mind.

It's Clark.

Oh god she wasn't imaging it. She really can...how?

She shakes her head and reaches into herself. Her eyes flash with golden psychic energy and she pushes back against the force trying to make a connection, trying to reach him but it's too strange...too alien. There is...it's hard to describe. It's not like what she 'sees' with a human mind. There are no words. She's not reading his actual thoughts. It's almost like...colours? Images...abstract images if anything. Perhaps the waves of his emotions...which are cold, like the arctic breeze right at the moment.

She doesn't have time right now to decipher them. So she decides just to telepathically yell loudly, _"Clark!"_

And it seems to work.

Clark stops his writing and looks at her, his gaze...utterly alien. He cocks his head slightly. The weight of his mind bears down and focusses upon her. It's almost like a mountain dropping on her. She never imagined just how powerful his mind might be. She fights through it. "Clark?" she queries in hope.

"Jean," he says, his voice cold, alien, robotic.

"W-what are you doing? What is all this?" she asks, her voice stuttery, fear gripping her. She hasn't seen Clark act like this since...since Jor-El, or whatever it was calling itself Clark's father, brainwashed him.

"It's a warning," Clark states, his voice flat and devoid of warmth.

Jean swallows, probably about to regret asking this. "What does it say?"

Clark gazes at her, his eyes dark, making her shiver with the intensity...and not the good kind of shiver. He gives his reply. "Zod is coming."

Yep. She definitely regrets asking that.

* * *

 _Author's Note: Emma truly is the forbidden fruit ain't she. Oh the Peter, Kitty and Carnage 3-way has begun. Does that sound dirtier than I meant it to? Anyway, yes Carnage is awake at last. Hey, look it's the Flash's arch-nemesis...kinda. And the Bart/Barry issue I've raised, who this Bart Allen actually is, is going to get an answer soon. Well the Phoenix did warn that Jean's final evolution was starting and consequence number 1; the evolution of her telepathy to allow her to sorta read Clark's mind. And goodie, Clark's all zoned out, in brainwashed mode again. I bet he's totally missed that happening to him. Thanks to everyone who wrote reviews. This is indeed the last chapter of this story but we'll be back soonish with the next one; Year 3.3 Kneel before Zod. Not ominous in the least._


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